


Come Downstairs and Say Hello

by wrathkitty



Category: Portal (Video Game), Portal 2
Genre: Angst and Humor, Aperture Science, Borealis - Freeform, Chell - Freeform, Companion Cube, Eventual Romance, F/M, GLaDOS - Freeform, Human Wheatley, Humor, Mute Chell (Portal), Originally Posted on FanFiction.Net, POTaDOS, Portal 2 Spoilers, Post-Portal 2, Say Apple, Slow Burn, Snark, Still alive, The Cake Is A Lie, Wheatley - Freeform, caroline - Freeform, cave johnson - Freeform, chelly, selective mutism, valve
Language: English
Status: Completed
Published: 2018-10-05
Updated: 2018-12-03
Packaged: 2019-07-25 17:15:28
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 17
Words: 54,063
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16202042
Author URL: https://archiveofourown.org/users/wrathkitty/pseuds/wrathkitty
Summary: With Wheatley in tow, Chell might as well write "DISPENSE PRODUCT HERE" on her shirt and throw herself in front of a turret - but she can't leave him behind, either.





	1. THE PROLOGUE

 

"Space! Ah! Augh!"

 _That really worked?_  she thought, stunned. A portal on the moon? It'd been a longshot, to be sure – hell, more than a long shot. More like utter insanity.

"Let go! We're in space!"

Still in a daze, she focused on the turquoise optic before her, which had shrunk to a pinpoint and was looking every which way, frantic, panicking –

"Space?" The yellow identity core came into sight and then whizzed past, amongst the stars at last and shouting as he flew, "SPACE! SPAAAAAAAAAAAAACE…!"

Nice to know one member of their little party was happy with this most recent turn of events.

Squinting against the debris flying towards her, she doggedly turned her attention back to the task at hand and began weighing her options – all two of them: Letting go, or hanging on.

Not surprisingly, her compatriot favored the latter.

"Let go! Let go!" he was begging, apparently oblivious – or not caring – that he was requesting she trade her life for his. "I'm still connected! I can pull myself in! I can still fix this!"

 _"I already fixed it!"_  snapped another voice.  _"And you are **not** coming back!"_

His optic flared, blinking wildly as the red-and-black robotic arm came into his line of vision, creeping closer, reaching...

"Oh no," he cried. "Change of plans – hold on to me – tighter! Ah! Grab me, grab me –"

_SMACK!_

The arm struck, somehow managing to simultaneously knock the core out of her hands and clamp its pincers around her right wrist. The core rushed past in a blur, headed for the stars; without thinking, she flung her opposite hand out, just in time to hook one finger around the handle of its battered chassis.

"— grab me, grab me, grab me –  _Oh!_  You did!"

 _"Yes, she did,"_  snapped that same venomous voice.  _"But rest assured that I'm going to make you wish she hadn't."_

Something was drawing them through the portal, out of the vacuum of space and back into the facility – both equally fatal scenarios as far as she was concerned. Problem was, she felt too tired to care.

Down, down they went, until they tumbled to the floor, victim once again to the Earth's gravitational pull. Unconsciousness beckoned, but she made herself close her other three fingers and thumb around the core's handle before shutting her eyes.

_"Congratulations. You spared the moon from having a moron in permanent orbit. Now let the little idiot go."_

"No! Do  _not_  let the little idiot go!  _Please!_  Please wake up! I can hack our way out of here! We can still escape!"

_"You're dumber than I thought if you entrust your life to a tumor. Let him go."_

"Ooh, or, alternate plan here, always nice to have options – you could…Wake up! And escape! With me!"

He fell silent, waiting hopefully for some sort of response, but she couldn't muster so much as a grimace.

Undeterred, he launched into a second round of dogged encouragement, saying, "C'mon, crack open an eye; just need the one, two's superfluous, really; then get the legs moving – but, just so we're clear, you'll need  _both_  legs, unlike the eye. Won't get too far on just one leg -"

_"You should try groveling next. Whining doesn't seem to be working."_

"Oi-oi! C'mon, partners again, right? Just like the old days?"

_"Ah. Yes. The old days. When you were trying to murder her. Here, I'll put you on, just in case she's already forgotten –"_

His voice again, recorded now, saying, "'Holmes versus Moriarty…Aristotle versus MASHY SPIKE PLATES!'"

"I-I…I didn't  _mean_  that! I didn't!"

_"Oh, but you did. And when she wakes up, I'll be sure to tell you just how much you meant it."_

"Don't listen to her! She's lying, she's –"

Another pause, and then another recording: "I loathe you. You arrogant, smugly quiet, awful jump-suited monster of a woman."

_"Shall I continue? You've provided a multitude of evidence. Very convincing."_

"N-no, you – you don't understand! I meant it  _then_ , I don't mean it  _now_  – oh, just wake up,  _please_  –"

She heard the hum of the robotic arm, felt the slight vibration as the clamps came around the core's other handle. He began protesting, pleading – all on his own behalf, of course – and then there was an experimental tug.

What to do? Keep hanging on, or let the little blue bastard kick the bucket and get a much-deserved taste of Android Hell?

" _He's not worth saving. He's not even worth incinerating. But if he means that much to you, I'll tell him about the time I saw a deer – before I kill him."_

She didn't loosen her grip, allowing herself to be dragged several feet across the floor.

"HA!" he shouted, triumphant.  _"That's_  loyalty for you!  _That's_  friendship!"

_"Or rigor mortis. Funny how quickly it sets in."_

"What?!" His handle twitched, and he started pleading in earnest all over again, saying, "Don't be dead! Can you hear me? She'll kill us both! Dead! Gone! Dos muerte – "

 _"Un muerto,"_ the voice corrected _. "I'm not going to kill her. Just you."_

At this declaration, she scrounged up her last ounce of remaining energy and put her long-dormant vocal cords to use. The result was little more than a croak, but intelligible enough to get her point across.

"No."

This utterance was met with stunned silence, broken after a few seconds by an astonished, "Did you – and my auditory processors are doing some pretty  _mad_  things at the moment, won't deny that, but – did you just talk? As in, verbalize a statement? Open your mouth and put forth words? Well, one word, but still quite tremendous…"

Chell fainted.

**Notes for the Chapter:**

> The title of this story is from "Come Downstairs and Say Hello" by the band Guster. There are several references to Dorothy and the Wizard of Oz in the lyrics, which I thought aptly mirrored some of the WoZ elements in the storyline of Portal 2. Plus, the bulk of the story takes place below the Facility in Old Aperture, so...downstairs. (Yeah, I know, I'm super subtle like that.)
> 
> I had the opportunity to see Guster in concert the summer after I originally started posting CDaSH on FF.net back in 2013, and hearing that song played live was an amazing experience. I was going through a lot of health-related misery at the time (I did a lot of venting about it in my author's notes), and that song -- and this fic -- both have a special spot in my heart.
> 
> Anyway, [here](https://www.youtube.com/watch?v=CpHTxkRKVF8) is the song on YouTube. Go listen to it. You won't regret it.
> 
> Thanks for reading! I hope you enjoy it. :-D


	2. THE DIAGNOSIS

 

"Selective mutism," was what the Aperture psychologist had told her father. Even into adulthood, Chell resented the term – the implication that  _she_  was the one in control of when and where her tongue tied up, when in fact it was the opposite.

It wasn't a question of whether she did or didn't "feel" like talking – she wanted to talk, desperately so. But with the exception of her dad, being in the presence of others caused her anxiety to skyrocket, and reduced her methods of communication to nodding, shaking her head, and pointing.

"She'll grow out of it." Yet another cookie-cutter, unhelpful statement from the aforementioned psychologist.

 _Grow out of it when?_  Chell wanted to ask at the time.  _How? Why am I like this? What's wrong with me?_ But she said nothing, sitting there beside her dad as he took copious notes about the relaxation techniques suggested by the therapist.

For more than a year after that initial appointment, Chell and her father practiced these strategies, all designed to ease her into being more verbally communicative. Their hard work paid off. She gradually worked her way up from writing her answers down on sticky notes for the teacher to share with the other students, to actually whispering her answers to her teacher.

By the following spring, she was able to present her science fair project in front of her class. Her voice was quiet, and every single ear in the room was strained, but Chell articulated the findings of her potato battery experiment from start to finish and earned an A-plus.

"Of course I got an A," she complained that night as her dad was tucking her into bed. "I did a potato battery  _last_  year. It's stupid."

"Yeah," he agreed. "But last year you weren't able to present your report. This year you could."

"I guess so," she admitted dubiously, then fixed her dad with a happy smile. "You proud of me?"

"You betcha," he replied with a laugh. He handed Chell her much-loved stuffed toy Companion Cube, and continued, "I'm sorry I wasn't there to see it. But you know what tomorrow is, though, right?"

Tomorrow was Aperture's annual Bring Your Daughter to Work Day. Chell always went in the hope of seeing a real-life mantis man.

"We'll get to spend the day together," he said, smiling. "It's my favorite work day out of the whole year."

"Dad," she observed solemnly. "You're a sap."

He laughed again and gave her a hug before standing up to leave. "Can you blame me? G'night, Chell-bell."

"Night," she yawned.

Through rapidly-closing eyes, Chell watched as he switched off the light and then turned back to look at her, silhouetted in the doorway. "Love you."

"L'v'you too," she mumbled, already drifting off to sleep.

The next morning she accompanied her father to the lab where he worked as a security guard, sticking to him like glue as he went throughout his day. There were no mantis-men sightings, but the action picked up towards mid-afternoon when more announcements started coming over the PA, every once in awhile from Mr. Johnson himself. Pre-recorded, obviously, but still pretty funny:

_"If I make it to this day – and I damn well better make it, or those bastards in Washington can take my moon rocks and shove 'em up their star-spangled asses –"_

_"Mr. Johnson!"_

_"Huh? Oh. Sorry. Shove it up their –"_

_"Mr. Johnson…"_

_"Anyway, I was just telling Caroline here that if I make it to this day – the day that they pour my brain into a computer and push the button – that it's all thanks to me, her, and those pinheads down in engineering. You know what the nurse brought me yesterday with my lunch? Lemonade! Y'know what I told her? That she was fired! And that I was gonna burn her house down with a combustible lemon!"_

Bored, Chell wandered to the opposite end of the lab, which consisted of several large windows overlooking a chamber. Suspended from the center of the ceiling was a massive, vaguely humanoid-shaped machine with multiple spheres attached. People in lab coats milled around beneath of it, running to and fro, talking excitedly and scribbling on clipboards.

Her father had followed her over, and out of habit she tugged on his arm and pointed to the window.

"Use your words, Chell," he said.

She made him lean down so she could whisper into his ear; she'd gotten better about talking in public, but the unfamiliar faces of her father's colleagues made her uncomfortable.

"What's going on?" she asked, standing on tiptoe. "Everyone down there looks nervous."

"Just a routine test," he answered, straightening. He sounded at ease, but out of the corner of her eye, Chell saw him shift his weight to his left side; in addition to his Aperture-issued Beretta, he also carried a non-regulation pistol strapped to his ankle. Something was up.

"Preparing to initiate," came a booming voice over the loudspeaker. "On my mark from twenty…mark. Nineteen…eighteen…"

Chell peered through the glass, watching intently. Screens displaying the countdown were on every wall of the room below, and all faces were now turned towards the hulking entity hanging in the middle of the chamber.

"Four…three…two…one…Activation initiated."

There was a moment of breathless silence, and then the low, thundering sound of gears shifting could be heard throughout the facility. Three discs that Chell hadn't noticed earlier began to spin at the top of the ceiling, slowly at first, then gradually picking up speed. On them she was able to make out the letters G, L, a lower-case A, D, O and S, flashing by on every rotation.

What did they stand for?

A scientist came to stand beside her dad, who asked in a low voice, "What's the plan, Henry? Think she'll go ape again? Like last time?"

"Nah," answered the other man. "Not with the new morality core we installed. The intelligence-dampening one was a good try, but all it did was piss her off." He laughed and added, "Dougie here just wants to send us all to the moon, though, don't you?"

Chell glanced over, her eyes falling upon the person in question. He didn't appear to have heard the comment, too focused on watching the proceedings through the window.

Curious why he looked so worried, she focused her eyes back onto the machine below, which now appeared to be stirring ever so slightly. The screens surrounding it no longer displayed numbers, and were instead flashing random images.

A voice came over the PA system again, but a different one this time – robotic, feminine, and slightly pedantic.

_"A little neurotoxin goes a long way…Thank you. From the bottom of the heart you forgot to attach to me."_

Claxons started wailing a second later.

"Jesus Christ, it –"

"RUN!"

"RED PHONE! RED PHONE!"

Every person in the lab bolted for the exit, scrambling and shouting. At eight years old, Chell was too big to be carried, but her father grabbed her and joined Henry and Doug and the throngs of other people.

She clung to him, arms around his neck, legs locked around his waist, as he followed the crowd for several minutes. It was pandemonium, everyone shoving and pushing to try and get away the fastest – but getting away from what? Where was the enemy?

Her dad abruptly ducked into a hallway, leaving the chaos behind them, and started jogging down the empty corridor. As they approached the door at the end of the hall, his grip on Chell loosened, and he set her down, keeping her close.

"You'll be safe in here," he said as he fumbled for his key card. Chell tilted her chin up, reading the sign posted above the door.

**_WARNING!_ **

**_Hermetic seals!_ **

**_HELP US HELP YOU KEEP SCIENCE SAFE FROM HERMITS AND AQUATIC MAMMALS_ **

Spray painted onto the door was additional signage, emblazoned in large red letters:

**\- OUT OF ORDER -**

The door swung open and he pushed her through, making her sit on the chair that had been placed in the corner.

"Do not leave this room," he ordered, kneeling down in front of her. He was calm, but his eyes were frantic. "Do you understand?"

She nodded, unable to speak. She'd never heard him sound so angry.

He stood and began fiddling with a keypad on the wall, pressing in a multi-digit code. Contrary to the sign on the door, the room was in perfect working order; "HS-Standby" appeared on the keypad screen, followed by, "Countdown?"

Chell watched her dad press the buttons marked 'one' and 'zero' and then the pound key. "10 sec" scrolled across the screen.

He turned, told her he loved her, and hugged her tight. Then he left, locking the door behind him. The panel beeped a second later, accompanied by a tinny voice that announced, "System is offline. Temporary life support activated."

There was a whooshing sound, and Chell felt a faint breeze brush past her face, replacing the musty scent of the room with a fresher, slightly antiseptic odor.

She started to tremble.

_Find your happy place. Where's your happy place?_

She closed her eyes and imagined glo-ball night at the bowling alley, where she'd been less than twenty-four hours earlier to celebrate her successful science fair project. As always, her dad kept throwing gutter balls to ensure she would win.

Her happy place was with her dad.

Chell's throat unstuck at last, and she was able to eke out the words she'd tried to say to him as he was telling her goodbye.

"I love you," she whispered into the darkness.

* * *

The trauma of losing her father caused Chell's voice to retreat all over again. 'Neurotoxin' and 'picosecond' were terms that meant nothing to her, but she could grasp the miles-deep hurt that accompanied the word 'dead.'

She and the other survivors of that cataclysmic Bring Your Daughter to Work Day were placed into quarantine, squirreled away as the remaining Aperture scientists scrambled to solve the hell in which they'd found themselves.

Over the next four years, gaunt-faced adults tried to maintain some semblance of normalcy for her and the other orphaned youngsters in Habitat 27. But indoor playgrounds and portal guns don't mix, and Chell quickly realized they were no more than lab rats being groomed for some unknown, ultimate test.

"Why are we doing this?" complained one of Chell's compatriots after a particularly grueling Turret Tuesday. All morning, they'd spent hours running and ducking behind storage cubes, trying to dodge the sentry turrets' endless spray of blue and orange paintballs.

"It's training," another boy muttered. "They're running out of test subjects."

His name was Marc, and like Chell, he had ascertained the real reasons behind Turret Tuesdays, Friendly Energy Pellet Polo, and all their other cleverly-named calisthenics: Too many people were dying in the Enrichment Center. The most obvious solution was to decrease the lethality of the tests, but doing so decreased the purity of the Science…which meant any able-bodied individual, regardless of age, was now a potential candidate for an orange jumpsuit.

"What do you mean they're running out of test subjects?" piped up a girl named Emily. Only seven years old, she was the youngest of their group, and was wolfing down her lunchtime bowl of Aperture Cheery Owes without a care in the world.

Marc hesitated, debating whether to share the awful truth, and then decided against it.

"It means that your hair is going to permanently turn blue if you don't get better at dodging those turrets," he teased, giving one of Emily's braids a playful tug.

Emily beamed back at him, unconcerned with the state of her plaits.

"I like the turrets," she answered around another mouthful of cereal. "They have nice voices."

At the opposite end of the table, Chell stared at her untouched bowl of Cheery Owes, reflecting on Emily's innocent observation.

 _They do have nice voices,_  she agreed silently to herself.  _But_   _they wouldn't sound as sweet if they were firing bullets instead of paintballs._

Those who passed the preliminary ASHPD trials (namely, being able to run and jump while lugging the ten-pound portal gun) underwent further investigation. IQ testing. Endurance exercises. Personality assessments. Mental status examinations. Studies that measured pain tolerance, rate of healing, and psychological resilience.

Somewhere along the way, Chell became test subject 1438. She took their tests, submitted to their endless questionnaires, and generally was a model candidate. Inside, however, she was enraged. She stopped feeling scared, and started getting angry. She found her voice again, but made infrequent use of it, finding that scientists were put off by a test subject who was now truly selectively mute.

"Strong, silent type, eh?" one had mused, flipping through her file.

He pulled out a sheet of paper; on it, Chell saw a bell curve and something handwritten at the bottom.

"'Tenacity greater than the ninety-ninth percentile?'" he read aloud. "Hm. Well, let's try you out anyway. No way to know if you'll sink or swim without tossing you in first."

That one-sided conversation was what tipped Chell's anger into the realm of cold, calculated fury. The company's power-mad technology had killed her father, and now it was taking steps towards destroying her and every other victim in its underground shop of horrors.

Within a couple of days of that interview, she was fitted with her first pair of advanced knee replacements. In true Aperture format, there was no warning – she went to bed that night, and was part cyborg when she woke up the next day.

"Ew," her roommate had said upon awakening. "What's wrong with your legs?"

Chell didn't answer, too busy trying to control the nausea she'd felt at the sight of two curved, metal spines protruding from her body. A testing associate arrived a few minutes later to take her to the Enrichment Center, helping her into the stiff orange jumpsuit as he explained shoes were no longer a necessary article of clothing.

"Why?" Chell demanded angrily.

He blinked in surprise; 1438 wasn't supposed to be able to talk.

"Huh? You mean why you don't need shoes anymore?"

"No," she snapped. "Why do I need the knee replacements?"

"Oh. Uh – it's to protect the portal gun. In case you, um, fall," he stammered. "They're, like…stupid expensive. We don't have a lot of them left."

Chell didn't so much as blink at this response, all-too familiar with Aperture's obsession with the safety of its equipment rather than the livelihood of its users.

"Y-you get cake afterwards," the testing associate sputtered, trying to recover. This wasn't the case at all, but something about the steely gaze of this fourteen-year-old girl left him unnerved.

"Cake?" Chell repeated. Her body had been mutilated and he was trying to make her feel better about it with dessert?

He nodded, hoping the incentive might make her look a little less like she was about to rip out his throat.

Disgusted, she grabbed the portal gun off the table and marched straight into the testing track without a second glance behind her.

Twenty minutes later, she was escorted out of the track, forcibly sedated, and placed into a cryobed. The Enrichment Center had a zero-tolerance policy regarding blatant disregard for its technologies, and 1438's behavior in the chamber couldn't qualify as anything but.

At great risk to herself, Chell had managed to maneuver a pair of sentry turrets so they sat facing each other, and tossed the portal gun in between the ensuing barrage of bullets. The ASHPD was sturdy but stood no chance against hundreds of rounds of ammunition firing at it in two directions.

It was the sort of gutsy, screw-you-and-the-lemons-you-rode-in-on-and-kiss-m y-ass-while-you're-at-it move that would have earned a stamp of approval from Cave Johnson himself, had he been alive to hear about it. But the era of Cave Johnson was over. The era of testing had begun.

* * *

The satisfaction Chell felt upon awakening from her first year-long stint in cryosleep was short-lived. The knee replacements were gone, thank God, but a new horror awaited her when she looked in the mirror for the first time: she was an entire year older.

From Chell's perspective, she'd been asleep for only one night – however, the cryosleep setting for minor-aged guests didn't "pause" the body at the cellular level like it did for adults.

She was returned to Habitat 27, which housed fewer occupants than she remembered. Emily was still there, but Marc was gone, along with AJ and Arsenio and Leve. Ms. Brenda, who'd been an unofficial house mother of sorts for Hab-27, had also disappeared.

Life returned to its usual twisted approximation of normal for a few months. Chell accompanied the others on their daily excursions into the practice testing tracks. She spoke to no one, but her disdain for Aperture was communicated nevertheless, as evidenced in her refusal to answer questions on their informed consent paperwork (an outrageous farce; as if informed consent existed anywhere within fifty miles of the place), or responding to other items in binary when she became especially annoyed.

Her sixteenth birthday arrived, acknowledged with the standard card that read,  _The Enrichment Center Celebrates with You in Marking Another Year in Which to Test._ She was fitted with a new pair of knee replacements, and was given a chance to redeem herself in the Enrichment Center, where she sabotaged more equipment and landed herself in cryosleep, again, this time for two years.

However, in the days that elapsed after Chell's second act of not-so-civil disobedience, the situation at Aperture rapidly deteriorated. Everyone, scientists included, began vanishing at an alarming rate, leaving no one to release Chell when her two years were up – every last, woman, and child had all been placed in cryosleep themselves, indefinitely.

All except for one.


	3. THE STALEMATE

There was no doubt that as far as bad ideas went, this one had been a disaster. It made sense at the time, of course (then again all of his ideas generally made good sense at the start), but, honestly, how else were they to escape? The lift was the only way out, and the only way to control the lift was to control Her. Ergo, plug him into the mainframe, and push the button.

Simple. Tidy. Effective. Then theory was put into practice and it all went to hell.

But, man alive, those first few moments of being in Her body had been brilliant. For the first time in his life, his programming didn't seem quite so directionless, even with the myriad possibilities that were suddenly at his virtual fingertips, begging to be explored and investigated and – important point, this – improved upon.

And it wasn't as though he hadn't been completely unprepared for the experience. He'd done his reading. He knew the drill: Great power, great responsibility; the two went hand-in-hand, or so said Vol…Er. Hmm. Vol-something. Voldermort? Voltage? Volvo?

Well, piddling philosophers aside, he was the core of the hour, and rightfully so, thank you. True, escape had been at the top of his to-do list for quite some time, but as soon as he was connected to Her mainframe, he couldn't remember what was so bloody interesting about the surface anyway. Why not hang around a few minutes longer? They were supposed to be partners, after all, and any self-respecting partner wouldn't have stood by wearing a sour grapes expression as he juggled storage cubes and spoke Spanish – fluent Spanish, mind you, not just the textbook phrases he'd memorized in the oft-chance he ever managed to actually visit South America, wherever that was.

But as the megalomania ebbed, and as his programming and subroutines normalized, Wheatley was finding it increasingly difficult to justify his behavior over the past few hours. He'd been awful on all counts – butchering turrets and storage cubes, throwing temper tantrums, mangling the facility…But worst of all was how he'd treated the woman who was currently sprawled unconscious on the floor in front of him.

He'd never experienced guilt before. The damage he'd sustained made it entirely possible that what his diagnostics were classifying as 'guilt' was in fact nothing more than a bunch of misfiring circuits. After being crushed, attacked by birds, and getting zapped by a cranky nanobot, it was hard to keep track of what was what. But he was pretty sure it was guilt.

For one, that nasty sensation grew worse whenever his optic landed on the sorry sight of his partner. And a sorry sight she was – scrapes, bruises, and burns covered every inch of her, and any remaining skin that wasn't in some state of distress was plastered with half-washed off mobility gel.

Had she looked this terrible before he'd taken control of the facility? How much of this was his fault?

She looked bloody awful the first time you laid an eye on her, he reminded himself. Bleary-eyed and brain damaged, stumbling around, jumping instead of talking. But she didn't look this bad. As if every last bit of spark in her had been permanently snuffed out. Yet even unconscious, she was still maintaining a sturdy grip on his handle, as if daring anyone to come between them.

He raised his pupil, peering over her shoulder to look at the massive chassis that hung looming a few yards away. Its occupant was busy at work, studying the two robots he'd found earlier.

Stupid cow, he thought to himself. Stupid…cow-y cow.

Almost as if She heard him, She pivoted, and for a moment the scornful yellow optic met his.

Alarmed, Wheatley's pupil shrank to a pinpoint, and he used his free handle to scoot himself a few inches closer to his partner – to protect her, he rationalized. Granted, the method of how to go about this protection business was still up for debate. He was currently drawing a massive blank in the brainstorming department, but still, he was at least trying. Besides, his native programming didn't sport much in the way of Defeating a Mad AI With a Grudge Bigger Than Her Arse, or How To Escape With No Legs While Dragging An Unconscious Human Who Might Also Possibly Be Brain Damaged.

"Interesting," She remarked, watching him clumsily hop-drag himself nearer to his friend. "You're not only a moron, you're also a coward. In some circles, that would be considered overachieving."

Wheatley had a brilliant retort poised on the tip of his vocal modulator, which he promptly forgot when She glided to where he and his partner lay, taking a closer look at the latter.

"Are...are you going to kill us?"

The words were out before he'd realized it, and he hastily tried to recover, babbling, "Sorry! R-rhetorical question, that – sorry, just slipped out. You'll be killing me, not her. Hah, quite clear on that point – crystal. Comprende. Mucho comprende, transmission one hundred percent received…"

The yellow optic focused back on him.

"Somehow I really, really doubt that."

She turned away, going back to the robots. The taller of the two offered him a friendly wave, oblivious to the one hundred and one ways to die that awaited it.

Wheatley forced a weak laugh in reply for appearances' sake, but also because he wanted to put on a brave front. No time like the present to start turning over a new leaf. Or any other variety of foliage. Also, no time like the present to scoot a tiny bit closer to the only thing in the room that afforded him some measure of shielding, i.e., his friend. Go team!

Not much of a team, though, he reflected, taking stock of a particularly nasty-looking scrape on her cheek. Teammates didn't get delusions of grandeur and smash each other into pits. Or go after them with mashy spike plates. Or spinny blade walls.

Wheatley's lid drooped, and he looked down at the floor.

Yeah. This was definitely guilt.

"Hallo! What's your name?"

Her voice was stuck. Mired in her throat, like a car in mud. She wanted to go home, where her words flowed freely.

"Chell?" came the voice again, as if reading it from something. "Okay! Put 'er there, partner."

She looked up, and then up some more into a cheerful pair of blue eyes. The knot in her throat started to ease the tiniest bit.

"Can I tell you something?" the voice asked, its eyes crinkling with eagerness over what it wanted to share.

She nodded. The voice continued to speak excitedly, but she noticed something was happening to the eyes – their blueness intensified to a brilliant turquoise, and slowly merged until there was nothing remotely human about them anymore. She was staring up at a single blue orb. It was swinging around, attached to something suspended high above, and still talking.

"This body is amazing, seriously! I can't get over how small you are!"

Chell looked down, somehow not surprised to find she had re-inhabited the body of her five-year-old self. A construction paper name tag with 'CHELL' written on it hung around her neck.

She took it in hand, studying it, realizing too late that the tone of the orb's voice had changed. Mere seconds ago the voice had been friendly, but now she heard nothing but malice in its words, and so she kept her eyes glued to the floor in hopes it would leave her alone.

It didn't.

"You know what you are?" it asked her, leaning down close. "Selfish. I've done nothing but sacrifice to get us here! What have you sacrificed? NOTHING. Zero. All you've done is boss me around. Well, now who's the boss? Who's the boss? It's me."

She was in danger, she realized. Instinctively she tried to call out for her dad, but the knot in her throat was tightening once more, squeezing her vocal cords together until she couldn't breathe. In her head she began screaming for help, knowing all the while that no one can hear a voice that is silent.

Woozy and exhausted, Chell awoke from the dream and opened her eyes, feeling a surge of adrenaline when she saw two robots peering back at her. They seemed to pose no threat, merely curiosity, and her attention soon zeroed in on the enormous robot suspended behind the pair, who was watching her with a single golden optic.

"Oh…thank God you're all right," She said as Chell struggled to her feet. "You know, being Caroline taught me a valuable lesson…"

Chell listened, keeping half-an ear on what She was saying, which sounded second cousin to a confession. She was busy taking stock of her surroundings, trying to assess how long she'd been unconscious. The chamber had changed – the hole in the ceiling had been repaired, or transferred, or taunted back into existence or God knows what else. Something had placed her into a lift. Her portal gun was gone, but she saw another in the hands of the orange-eyed robot, which was hefting it curiously as if it had been given a new toy.

"You know what my days used to be like? I just tested. Nobody murdered me…"

Wheatley. Where was Wheatley?

Still only half-listening, Chell spotted him in the corner, tossed aside like garbage. He was watching her; his optic widened and then shrank, darting in the opposite direction when he realized she had seen him.

"…You dangerous, mute lunatic. So you know what? You win. Just go."

The lift started to rise.

"It's been fun. Don't come back."

She's…letting me go? Just like that? Chell froze, waiting for the catch – for a sentry turret to appear out of nowhere, firing, or for the lift to give way, or lead her up into room filled with flames.

As the lift continued to rise, something ignited in her chest, an unfamiliar, dangerous sensation. Images began flashing through her head, thoughts and dreams that she never permitted herself to entertain, because of all the endless variety of deadly things that lurked in the testing tracks, the most fatal element was hope.

She focused her gaze elsewhere, uninterested, and the tiny spark in Chell's heart flickered and grew.

What would the surface look like? How would it feel to have the luxury of lying on the ground and staring up at the sky? To feel the sun on her face, and not the mocking sunshine that emanated from the hard-light bridges? To smell fresh air, and take a long, luxurious breath that was untainted by the scents of metal and sulfur and conversion gel?

Then her eyes fell back on the lone identity core in the corner. He peeked at her, then once again ducked his focus away. The sunshine-tinted images in her mind fled back into the tightly-locked box in her heart, and her eyes narrowed.

She was angry at him. She was beyond angry. On Chell's personal bar of all things pissed, Wheatley wasn't just at the top, he was through the roof, into the stratosphere and in a category by himself with hoard of mashy spike plates aimed straight for him.

Chell was, in fact, so angry that for a moment she even contemplated the possibility of saving him just to enjoy the feeling of abandoning him later. But to do that would make her no better – would make her just as inhuman – as Her. And that wasn't an option.

So she did the unthinkable.

She jumped out of the lift.

"Wh-wh-what are you – what are you doing?"

Chell hit the ground at a run and tackled the orange-eyed robot, who was too surprised to do anything but squawk as she wrested the portal gun away from it. ASHPD acquired, she swerved around the blue-eyed robot, grabbed Wheatley, and continued to sprint.

Panels lifted, blocking the way; still running, Chell lobbed Wheatley into the air, caught one handle over her arm, and hefted the portal gun in both hands, all in one swift movement.

"It's a beautiful day outside. It's too nice to stay indoors and risk your life for a tumor."

She fired twice, once at the floor and then at the ceiling beyond, dropping through the portal, hitting the floor and then running some more, heading in the direction that her instincts indicated was 'away.'

"Left!" Wheatley hollered. "Go left! I know where we are!"

Chell did as instructed, dodging panel after panel. It didn't take her long to realize where he was directing her: his lair, or rather, what remained of it.

After being transferred back into the mainframe, She had wasted no time in repairing the damage to the central chamber, restoring it to its former condition. However, part of Wheatley's lair had been left intact, a memorial of sorts, complete with RIP, Moron spelled out in large, blocky letters on the back wall.

Typical.

But this was one instance in which their opponent's hubris was going to come in very, very handy. Because amidst the scattered debris was the pit Wheatley had never gotten around to repairing – the one he'd punched into the ground during his tantrum – the one that was a miles-deep fall back into the bowels of Aperture.

…The one place Chell knew was out of Her purview.

"By the way. Your freedom was a one-time offer. I thought you'd like to know."

Chell ran straight for the pit, closed her eyes, and jumped.


	4. THE PROBATION

 

It was exactly like last time: dark, cold, and with an unwelcome, chatty sidekick.

_"AUUUGGH!_ I just looked down – don't look down! Or drop me! And land with your legs – if you can – please if you can, land with your legs. But not in that order – don't drop me, land with your legs, and don't look down.  _AHH!_  Sorry, sorry, I've done it again! Hard not to, though, 'down' being the default direction…"

Chell ignored Wheatley, trying to gauge the number of seconds they'd been falling and how much longer they had to go.

"Also, while we're here – can I just say how sor –"

She punched him with the portal gun, straight in the optic.

_"OW!_  I deserve it! I deserve it, I admit it! I was monstrous back there, and bossy – and I  _am_  sorry –"

Chell punched him a second time, harder now. She didn't want to hear his apologies. If he hadn't gone power-mad in the first place, they'd already be on the surface and away from this accursed place. But instead, because of some God-forsaken sense of obligation that she couldn't even explain, she was still here, right back where she'd been only hours before.

_"OW!_  I'm sorry, I'm sorry – I was awful! I was more than awful, I was as bad as  _Her_  – but I couldn't  _help_  it. That itch – it's all you can think about…"

The scent of the air had changed, she noticed. It was growing mustier – damp, tinged with mold. How much more time until they reached the bottom? Thirty seconds? Twenty seconds?

Chell readjusted her hold on Wheatley and the portal gun, bracing herself for impact. Amazingly, he was still talking, now telling her about the bird.

"— and they hatched! Can you believe  _OH GOD, WE'RE GOING TO HIT THE GROUND, GRAB ME, GRAB ME –"_

* * *

_"…It's my first day, too. New job. And if I'm honest, I wasn't too keen on it – I mean, new people, new names, massive inconvenience all around, and then I got in here, saw these loads of kids – madness! But there's books here! And…and toys! Loads of toys! There's even a toy pony farm back there..."_

Still caught in the dream, Chell shook her head, trying to clear away the voice in her ears. What had happened? Every part of her body hurt, not surprising given that she seemed to be lying on an assortment of sharp-edged rubble.

"Hello? Are you awake? Just nod your head, if you are – and, and if you're not, then…um…don't nod your head. Just…keep lying there. Doing a good job, with that. Good jumper, makes sense you're a good lie-er. But, um, maybe nod your head, if you could. Instead of all the lying."

There was a worried pause.

_"Oh!_ Not lying-lying! Ha, sorry, no – I don't mean you're good at  _lying_  – telling falsehoods, anything like that. Or, maybe you are! Maybe you're a great liar! Bet you lie all the time, in your head. But, what I meant was  _lying_  as in  _lying down_. On the ground."

Wishing she could've stayed unconscious for a little longer, Chell cracked open an eye, feeling an immediate dearth of enthusiasm upon the sight that greeted her: Wheatley, resting on her stomach and staring manically back at her.

"Heyyy, partner!" he effused, seeing that she was indeed awake. "One small step for man, one giant leap for mankind – er, womankind." Not waiting for her to reply, he continued, saying, "That was amazing! I landed right on you! Didn't get a scratch on me! Well, no new ones, anyway, haha!"

His cheery blue optic met her gaze and made a three-hundred-and-sixty-degree loop of delight. When she said nothing, the blue shrank slightly and went cock-eyed.

"Umm…oh. Oh God. The brain damage. It's worse, isn't it?"

Stifling a moan, Chell turned onto her side, unceremoniously dumping Wheatley to the ground. He rolled a few feet and then swiveled in his case, righting himself in a shower of sparks.

"Are – are you okay?" he asked anxiously, tilting to look up at her. "Your elbow's leaking.  _Oh!_  Blood! Of course! I  _heard_  about that, back when I worked in the Relaxation Center. Ha, sometimes the 'guests' – guests, they used to call them, what a joke – they'd start  _gushing_  the stuff! Something to do with low platelet counts and fatal bedsores."

Chell inspected her elbow, which had been skinned in the fall. Satisfied that this was the only notable injury she'd incurred, she eased onto her hands and knees and started hunting for the portal gun.

Wheatley failed to grasp why she was opting to crawl around on the ground rather than getting up and walking, and for a moment began to wonder if, in addition to leaking fluid, she had also been paralyzed. Then his logic board kicked into gear, reminding him that his partner's ability to crawl was a reasonably good indicator that she was, in fact,  _not_  paralyzed. His secondary logic board piped up a moment later, putting forth the alternate suggestion that, barring paralysis and other forms of neurological injury, perhaps she had simply forgotten how to walk.

"So what's the –  _zzzt_ — " There was a crackle of static; Wheatley's voice broke, then picked up again. "—Plan? Where to from here? Up, obviously," he added, answering his own question. "But then what?"

Chell ignored him, still looking for the ASHPD.

"Hello? Are – are you listening? No…no, you're not listening, are you," he mused, slipping back into his habitual role of narrator. "You're scanning the ground, you're…you're looking for something!"

When another few seconds ticked by with no indication she'd heard him, Wheatley stopped feeling quite so giddy about their progress thus far.

"Are – oh, bloody hell. You haven't gone deaf, too, have you? You know, other than jumping and pushing buttons, humans don't seem to be good for much of anything, really. Heads like  _melons_  – one little crack and all your systems go offline. Not a very sturdy design, if you ask me."

Then, realizing he might have offended her (as well as not realizing that if she  _were_  deaf that words were pointless), Wheatley sputtered, "But we – we can work with that! Deaf and dumb, not a problem! Just – uh, give me a moment, I'll think of something! There's a solution, I just have to come up with it. You're not in a hurry, are you?"

Chell made no acknowledgement of his query, preferring to indulge in the tempting mental image of taking his core apart, locating the wire that powered his vocal processor, and cutting through it with a satisfying  _snip._

"Okay, let's see," Wheatley continued, thinking out loud. "How to communicate with a brain damaged, deaf human. Can't be too hard a problem to solve. Shouldn't be hard at all. Hmmm…Semaphore? No…you can't carry the portal gun as well as a flag. What else, what else. Braille?  _Braille!_  Of course! Oh. Wait. No, that won't work, either…"

Chell looked down at the metal panel she was attempting to move and wondered if banging her head on it might make her feel better.

"Morse code!" he exclaimed suddenly, almost scorching her with his resultant cascade of sparks. "I've got Morse code translation software in here! Won't take a second to load it up…Just have to find the right directory…"

Curious in spite of herself, Chell glanced up, only to avert her eyes when Wheatley's optic went off in a mad pattern of flashes and bursts.

"-.-- --- ..- / .- .-. . / ..- ... .. -. --. / - .... .. ... / - .-. .- -. ... .-.. .- - .. --- -. / ... --- ..-. - .-- .- .-. . / .. -. -.-. --- .-. .-. . -.-. - .-.. -.-- / .--. .-.. . .- ... . / -.-. --- -. ... ..- .-.. - / - .... . / -- .- -. ..- .- .-.."

He waited eagerly for some sign of understanding on her part, but she was doing that thing where she stared at him for a second or two before shaking her head and looking away.

"Hmm. Okay, Morse code's a no-go. Not a problem, not a problem! Hunh, too bad I couldn't just hack your brain and fix whatever's wrong. But, as I said, not a problem. I'll think of something –"

Chell snapped her fingers to get his attention; Wheatley looked at her and she pointed to her ear.

"And…you're pointing. To your ear."

She nodded, waiting patiently for the hamster wheel to start turning.

It took a second or two, but then Wheatley's optic bugged out in amazement, and he exclaimed, "You  _heard_  me! You're not deaf! Brilliant!"

Satisfied that the message had been received, Chell resumed her search.

Over the next ten minutes, Wheatley guessed that she was looking for the exit, an apple, her old pair of advanced knee replacements, neurotoxin, and, oddly enough, her car keys ("No? Not your car keys? Hmm…thought I'd had it there. Humans are always losing their keys. Keys to what, though, that's the question. Oh! Your  _car!_ Are you looking for your car? No, you don't have a car, do you? Bloody keys…").

"The portal device? That's what you were looking for?" he exclaimed when Chell finally located it under a pile of mangled rebar. "Why didn't you say so before?"

She was about to get to her feet when a red flash on Wheatley's chassis caught her eye. Still on her hands and knees, she crawled over to take a closer look, surprised to discover that the three dots on his casing were actually a trio of LEDs, two of which were blinking.

Frowning, she reached out and put her fingers to the group of lights, pointer, middle, and then ring finger. He looked down, following her motion and said, "Oh! My indicator lights!"

Chell raised an eyebrow, concerned, and held up two fingers.

His optic opened to its widest, and he nodded happily, giving her his lower-lidded version of a cheery smile.

"Peace!" he agreed, misinterpreting what she was trying to tell him. "Interesting! I didn't think you'd be one for all that hippie stuff! Peace…love…tranquility –"

She shook her head, touched his indicator lights a second time, and held up two fingers again.

Wheatley's optic widened in comprehension. "Oh! You mean two of the lights are on?"

She nodded.

The blue pupil shrank in surprise, and then looked right, then left. Something was amiss, Chell realized, and not for the first time she marveled how nothing more than a sphere with a light inside could appear so vividly human.

"Um…I-I  _might_  need to run a couple of tests," he stammered, "but…um – ha, I can't do it with you watching. Seriously. Sorry. I know, doesn't make sense, everything we've been through, but – well, I can't." He gave another nervous laugh and requested, "Could – could you turn around? It won't be more than a second. Just a quick diagnostic."

Rolling her eyes, Chell huffed and turned her back on him, still crouched on the ground.

"Hm…shouldn't be too hard to solve," she heard Wheatley murmuring. "Right…'Ello, there, diagnostics! Good to see you. Been awhile, I know, but better late than never. Ah. Yes. Here we go. Yes,  _yes,_  run the algorithm, of course – and, there we are, damage summary, let's see…Oh. Makes…sense. Bloody obvious, really."

Nothing in his words gave much cause for alarm, but the heaviness that entered his voice was worrisome. Even in full megalomaniac mode, Wheatley had always remained perpetually upbeat, and this was the first time Chell could ever recall him sounding glum.

She peeked over her shoulder, surprised to see him looking dejectedly downward, his top handle drooping. If he'd been in possession of feet, she was certain he would have been scuffing one shoe on the ground.

"We've all got internal batteries," he was explaining to the dirt. "Personality cores, I mean. And – " Wheatley's optic swiveled up to look at her, and he continued, "we last for  _centuries!_  We're  _designed_  to! One-point-one volts is all you need, so long as you, um, don't go plugging yourself into you-know-who's mainframe for lengthy periods of time, and then you might as well just use an electric chair to power a nightlight."

His optic drooped downwards again, and he said in a rush, "Look, I don't want to go into it – it's probably over your head anyway, with the brain damage and all – but my power supply is, um – well,  _fried_  would be a  _bit_  of an exaggeration, but –"

As Wheatley continued to babble, Chell knelt beside him, undergoing some heated internal debate. Deciding that cheating was probably warranted, and she leaned forward and traced the words,  _"How do we re-charge you?"_  in the dusty ground.

This direct attempt at communication startled Wheatley, who stopped talking long enough to read her question.

"Well, a stick on the wall, obviously," he answered. "But there don't seem to be too many of them around here. Plenty of wreckage, but not too many sticks on the wall."

Chell took a deep breath and rose to her feet, trying to remember every detail of Test Shaft 09. Surely there was a stick on the wall – to use Wheatley's terms – somewhere within the underground facility that they could find and use to re-power him.

"Um...There  _is_  a quick fix," she heard him say. "But I'm not crazy about it, though, honestly. At all."

When he didn't continue, she glanced down at him, waiting for him to finish.

He peered up at her. "You could always put me in a potato battery."

* * *

The jacket to Chell's jumpsuit contained Velcro loops on each shoulder, intended for use by the robotic system that dressed test subjects in preparation for the Enrichment Center. After a couple of failed attempts, she managed to rig up a harness that enabled her to carry Wheatley on her back, and started out for the Abandonment Hatch.

He disliked the new traveling arrangement, preferring the smoother ride of the zero-point energy field manipulator on the ASHPD. However, he conceded to its necessity after accompanying Chell through a couple of high-velocity portals. The ASHPD couldn't fire and grip objects at the same time, and given a choice between being left behind or dealing with the bumpy, backwards-facing ride on a pair of human shoulders, he preferred the latter.

As they made their way into Test Shaft 09, Wheatley kept up his usual friendly narration, remarking about everything from Cave Johnson's recordings, to proffering opinions about old Aperture's archaic technologies ("Look at this place! Not a management rail in sight! Like a bloody archaeological dig. Fewer skeletons, of course").

Chell didn't object to the running commentary – much. Perhaps that's what had put the added sting into Wheatley's betrayal, she mused. 'Yes' and 'apple' were all he'd ever asked her to say, and when she didn't, there was no more badgering. No endless questions about why she didn't talk, or long, deliberate pauses that were intended to render her so uncomfortable that she felt obligated to fill the silence.

Instead, he'd taken up the slack and talked for them both. After her first stint through the Enrichment Center, along with nothing but  _Her_  voice for company, Chell found Wheatley's endless stream of conversation somewhat off-putting. But she'd quickly decided that if she had to be back in this God-forsaken place, she preferred the aid of a partner, even it was one who didn't ever shut up. At least, that's how she felt until the little twit up and went off on a god complex and tried to murder her.

To his credit, though, Wheatley's affable nature had returned almost the instant he was disconnected from  _Her_  mainframe. Similarly,  _She_  started showing signs of a moral compass during  _Her_  tenure in a potato. The programming within the Central AI Chamber was of a toxic nature, that much was obvious.

In fact, the longer she thought about it, the more Chell was forced to admit that what happened hadn't been Wheatley's fault, really. He wasn't the brightest sphere in the bunch, but he wasn't a moron, either, and Chell could sympathize with the vulnerabilities that accompany an inferiority complex.

She felt the same way, as a little girl – that her entire self-worth hinged on her ability to converse with others. She was smart, but she wasn't the star of the class, and she was a fast runner, but she never came first in any races at school. Her inability to talk was the only thing that made her stand out, and also happened to be the aspect she hated most about herself – not unlike Wheatley, who had been programmed to be an idiot, and then failed so spectacularly at his sole purpose that he'd been shafted off to other departments until he was eventually forgotten.

It was a cruel twist – to have the one thing you're not good at be the only thing that sets you apart.

"Are you all right?" Wheatley called from behind her, pulling Chell out of her thoughts. They were traversing a catwalk, and he'd been telling her all about his brief stint on the nanobot work crew.

She halted mid-step, and took a moment to look down into the toxic sludge below, staring at the murky lake of acid until her vision blurred.

That's why she'd saved him, she realized. Cliché or none, she and Wheatley were kindred spirits of some kind.

"Still –  _zzzt_  – there?" he queried when she didn't respond. In addition to the sparks, his speech was now also afflicted with intermittent bursts of static.

Chell nodded.

Wheatley had quickly learned to differentiate between the shoulder movements that indicated a nod for 'yes' and a shake of the head for 'no,' and he said, "Oh, good. Glad you're there."

She tore her gaze away from the lake, readjusted Wheatley more securely on her back, and continued walking.

* * *

Had Chell ever bothered to respond to Wheatley's original question regarding the plan for their escape, her answer would have been simple: Find another way out. Aperture was too large of a facility for there to only be one route to the surface.

Initially, she tried to avoid familiar terrain, but after their fourth encounter with a broken catwalk, she re-traced her steps and returned to the Abandonment Hatch. Along the way she banged on every door, fired portals on every surface imaginable, and entertained every suggestion Wheatley put forward, no matter how inane.

But as the hours passed, and Wheatley continued to buzz and spark with increasing frequency (as evidenced by the singed end of Chell's ponytail), the only destination they seemed to be headed for was dead end after dead end. To add insult to injury, they hadn't found a single power port.

Growing desperate, she decided to go back to Pump Station Beta, wondering if she had overlooked something. It took some time, but eventually she found her way to the main lift and portaled over to the office, which contained a hidden corridor that led to the dry dock.

"Oh, this is clever!" Wheatley exclaimed as Chell ducked through the concealed entryway. He was about to inquire where the secret passage led when a recording began to play, distracting him.

_"We're working on a little teleportation experiment. Now, this doesn't work with all skin types…"_

"Does he  _ever_  stop talking?" Wheatley complained. "Honestly, you can't walk two steps without him wittering on about gasoline or asbestos or other –  _zzzzt_  – disclaimers. This place is a lawsuit waiting to happen, seriously. Speaking of, how's your breathing? You're not coughing up blood, are you?"

Chell was too busy inspecting the vitrified test chamber doors to respond. After giving them a cursory onceover, she turned and walked through the entryway leading to the dry dock.

The chamber was massive, and no doubt once contained something incredible. Exactly what this might have been Chell didn't concern herself with, but Wheatley's curiosity was piqued, and he looked around with interest.

"'Borealis,'" he said in wonderment, reading this name off of the orange life preserver that stood against the far wall. "Hm. Odd sort of place for a ship, don't you think?"

Only half-listening, Chell walked across the metal platform and approached the gate blocking the stairway to the lower level. She put her hand out and gave the gate a hard shove; like last time, it didn't budge, but unlike last time, she decided to work around the problem instead of leaving and finding someplace else to explore.

She went back and set Wheatley down by the life preserver, and then began unstrapping her long-fall boots. What she was about to attempt required maximum freedom of movement, particularly for her feet.

"What –  _zzzzt_  – are you doing?" he asked, sounding apprehensive. "I mean, I can  _see_  what you're doing, but  _why_  are you doing it?"

Chell stepped out of the boots, relishing the sensation of walking normally. When was the last time she'd been able to walk flat-footed?

"I've got an idea," Wheatley called after her as she walked back to the gate. "But – um, but you need to come –  _zzzzt_  – back here and pick me up before I can tell it to you. So, why don't you just turn around and come back. Just come on back, right over here, and pick me up and I'll tell you my idea."

Chell just gave him a half-smile and knelt down, pushing the portal gun beneath the gate; she'd collect it when she made it to the other side.

"Wait – what – are you going to try to  _climb down?"_ Wheatley hollered, realizing what she was about to do. "Without your leg braces? Are you  _mad?_  What happens if you fall?! _"_

She was already climbing under the rail.

Wheatley watched in horror as his partner precariously balanced herself on the opposite side of the railing, holding onto it with one arm, and leaned out over a fifteen-foot drop with her other arm outstretched. Just when he was convinced all was lost, she grasped the railing on the steps and nimbly hopped across, circumventing the barrier.

He heaved a sigh of relief the moment her feet were on solid ground – er, stair. Honestly, the woman was crazy.  _She_  was a proper maniac, but his partner was something else entirely. Zero judgment whatsoever, knocking about and dangling from railings without any long-fall boots! No forethought, either – after all, if she fell and cracked her melon head, where did that leave him? By himself, stuck with no one to talk to but a life preserver, that's where. And they called  _him_  a moron.

Disgusted, Wheatley scowled (as best he could), and hunkered down to wait until she came back.  _If_  she came back, assuming she did not encounter a blunt object to the brain, which, considering her track record so far, was not out of the question, and (now that he thought about it) was probably a likely possibility.

"Bloody humans," he muttered.

* * *

Chell felt almost upbeat as she ventured into the dry dock. For the first time since saving Wheatley, she was making actual progress instead of just going in circles.

However, she had walked only a few meters when she began to realize this was a fool's errand – a vitrified fool's errand. Her first clue was the sensation of the ground beneath her feet; the floor was constructed of rough metal plates, but they were glassy-smooth to the touch, and cold as ice.

Confused – the platform where she'd left Wheatley certainly wasn't vitrified – Chell took a closer look at one of the life preservers that lay on the ground. It, too, possessed that same icy, glass-like quality, and didn't budge when she attempted to pick it up.

She looked back up and scanned the empty dry dock, trying to spot another door that (like the entrance they'd come through) had been blasted open, but every other possible exit was sealed. She began firing portals at random but to no avail. The entire room was nothing more than a dead end.  _Another_  dead end.

Chell stormed back up the steps and inelegantly squirmed her way under the rails and back onto the platform. Wheatley was too delighted by her return to notice her frustrated glower.

"You're back!" he said as she came over and sat on ground beside him. "And, you didn't fall! Tremendous! Ha, knew you could –  _zzzzt_  – do it."

Chell could tell Wheatley was waiting for some kind of response on her part, but she just sat there, brooding.

He tried again. "Find anything?"

Still showing no sign that she'd heard him, Chell grabbed one of the long-fall boots and started yanking it on, only to stop mid-way and stare off into space.

_Now what?_  she wondered. Where should they go from here? Back to the Abandonment Hatch –  _again_  – and try another route, or continue on to Enrichment Sphere 04?

"Oi!" Wheatley bellowed, startling her. "Anyone home in there? Hello?"

Chell glared at him in annoyance, but forgot her irritation when she noticed his indicator lights. All three were flashing in quick succession instead of just the two, and now that she'd thought to stop and check, his optic also seemed dimmer than usual.

She held up three fingers to Wheatley, who nodded in his case. "Yeah," he said simply. "I know."

He attempted a lower-lidded smile, but she couldn't return it. Time was running out, and they both knew it.

Chell finished strapping on the long-fall boots, and sat back against the wall with a sigh, trying to release some of her frustration. Getting angry about the situation wasn't going to solve a thing.

_I'm tired. I'm tired and I'm hungry,_  she thought dully.

"Are you okay?" Wheatley asked. "Might be time for a lie-down."

She placed her hand on top of his case in absent acknowledgement. A rest wouldn't be such a bad idea. She could shut her eyes for a little while, and then continue looking for a power port. There  _had_  to be one around here.

Coming to a decision, Chell freed her other hand from the ASPHD, resting the device in her lap, and reached for the orange life preserver propped up against the wall. It might make a half-decent pillow, she figured.

The instant Chell made contact with the life preserver, the world around her and Wheatley snapped out of existence. Both remained fully alert, but the experience of having their surroundings vanish and change in less than a heartbeat was so disorienting that even Wheatley was stunned into momentary silence.

The dry dock was gone, replaced by what looked to be a run-down, dilapidated lobby. A doorway stood across from them, and off to the left was a waiting area containing a desk and several mismatched plastic chairs.

Wheatley flipped over in his case to look up at his partner, who was wide-eyed and staring.

"Um, don't want to alarm you," he began, putting a laugh into his voice even though he was clearly panicked. "Although, as I've said before, alarm is a perfectly normal feeling, so – think positive! But we seem to have, um…actually, I have no explanation for what just happened, but I think given the circumstances that it's not –  _zzzzzt_  – unreasonable to assume that it's bad. Good news, though – always nice to have good news – I  _do_  think we are  _still_  in the facility. Uh, hello? Are you listening?"

When she gave no response, Wheatley huffed in frustration; really, some days the woman was about as dumb as a crap turret.

Chell  _was_ listening, but was also trying to recall the recordings that she'd heard earlier while exploring the vitrified test chamber doors. She hadn't paid them much attention, as they all seemed to concern a variety of ridiculous side effects that involved coal or peanuts or teleportation –

Wait.

_"Alright, we're working on a little teleportation experiment. Now this doesn't work with all skin types, so try to remember which skin is yours, and if it doesn't teleport along with you we'll do what we can to sew you right back into it."_

Chell heard the words echo in her memory, feeling torn between accepting the utter absurdity of the truth, and wanting to remain convinced that there was another explanation rooted in a modicum of common sense. However, given some of Mr. Johnson's other batty schemes, teleportation seemed almost mundane.

Well, no sense in dithering about the whys and hows when there was somewhere new to investigate. She gathered up Wheatley and his harness in one hand, the ASHPD in the other, and rose to her feet.

"'Corrupted Personality Relaxation Annex,'" he read aloud, taking notice of the sign posted above the door. "Hmm…Sounds ominous. Let's not go in."

Chell approached the door anyway, but halted when Wheatley continued his sales pitch, saying, "If you ask me – and you haven't, true, but this  _is_  a democracy – of some kind, anyway. So, if you asked me, my vote is to –  _zzzzt_  –  _not_  go in! Let's find a different way out! Bad idea, going through that door aaaaaannnnd never mind, you're still walking forward. Okay. So, looks like we're –  _zzzt_  – going in. No vote for Wheatley."

Chell gave his harness a gentle swing, teasing him, and broke out into a grin when she heard him mutter, "You know what you need to read? Machiavelli. Might be too much for you, with all the –  _zzzt_  – brain damage, of course, but if you ever recover, you should definitely read it. Because this is  _not_  a democracy."

She just rolled her eyes and proceeded through the door. As soon as she crossed the threshold, another audio recording began to play, echoing throughout the dimly-lit room.

_"Hello, intrepid explorer!"_  came the familiar brash voice. _"If you're hearing this, then that means you've stumbled on to a part of Aperture that no living eyes were meant to see! So get out. Now. Yeah, you. Door. Four-sided thing with an 'EXIT' sign above it – assuming you can read, which you probably can't, and if that's the case, then there's a great big pile of beard dirt waiting for you back through that door. Try not to smear it all in one place."_

Just as the recording finished, a panel in the ceiling opened with a stilted, jerky movement, and something that once aspired to be a rifle descended to Chell's eye-level.

There was a click, followed by Wheatley yelling,  _"AAAAUGH! DUCK! RUN!"_

Optic squeezed shut, he continued to shout, unaware that Chell had long since ducked, and not that it mattered anyway, because, per the note taped to the rifle-shaped device aiming at them, it had been cannibalized for parts decades earlier by someone named Gordon and posed no threat to anyone except excitable personality cores.

"Are we –  _zzzt_  – dead?" Wheatley cried when she stood up again. "Are you dead? Jump to let me know you're not dead."

Annoyed that he didn't have enough sense to open his optic and check for himself, she bumped him with her knee. Wheatley's lids snapped apart, and he made a loop of relief.

"Oh, well done!" he said. "We're not dead. And – hm," he continued, scanning the note. "Who's Gordon?"

Chell didn't know the answer to his question, or any of the other questions that were coming to mind as she took in the scenery. The room they'd entered was filled with dozens of large tanks, similar to the ones used in the relaxation vaults.

"Are – are those cryobeds?" Wheatley exclaimed.

They certainly appeared to be, although they were unlike any she had ever encountered. There were about thirty altogether, some containing humans who were perfectly preserved in active cryosleep, and others who had long since expired. Each bed was filled with purplish, transparent fluid, and connected to a central array of tubes and cables that dangled from the ceiling. At the foot of every bed was a monitor, along with what looked to be some type of identification number – and a power port.

"We never had  _anything_  like this at the –  _zzzt_  – Relaxation Center," Wheatley said, sounding affronted. "Look! All of these units have their own back-up power supply – I could've kept  _everyone_  alive if we had this sort of equipment! I mean, these are designed for deep storage –  _really_  long-term stays. Honestly, why'd they give us all those –  _zzzzzzt_  – bloody cryo-chambers when they had  _these_  lying around? It's –  _zzzt_  – pointless!"

Steeling herself, Chell began to explore. Monitors flickered to life at her approach, brightening the room, and she stopped to read the text scrolling across one of the screens.

_NAME/ - KEVIN A -_

_OCCUPATION/ - ASTROPHYSICS INTERN -_

_CORRUPTION LEVEL/ - ERROR; OUT OF RANGE -_

_COGNITIVE FUNCTION/ - ERROR; OUT OF RANGE -_

Other miscellaneous information was also displayed, including the occupant's height, weight, and date of storage.

What was this place? Chell wondered. Who were all of these people?

"Weird," was all Wheatley had to say on the matter. "Hey! Look! There's a stick on the wall down there! Why don't you –  _zzzzt_  – plug me in?"

Chell warily studied the power port on the cryobed, which was outlined in a glowing yellow strip. They had no way of knowing if this portion of the facility was under  _Her_  control. Would  _She_  find them the instant Wheatley was connected?

Not knowing how to go about pantomiming her concerns, Chell pointed to the yellow outline surrounding the port, hoping he'd make the association between the color and  _Her._

"Yeah!" he said encouragingly. "I know! It's a stick on the –  _zzzt_  – wall! Go on, plug me in. Just like last time, remember? Did a great job, last time – you're getting to be an expert at it. C'mon, plug me in. Won't hurt a bit, I promise."

She shook her head and pointed to the port again, more urgently this time.

Wheatley looked at the port, and then back at her. "Umm…I spy with my little eye, something that starts with a…a 'p!' For plug! Ha, got it, first try. Go on! Plug me in!"

Giving it up as a bad job, Chell just went over to the next bed, hoping this might distract him. Her tactic worked, and Wheatley began reading aloud the information on the monitor, for some reason assuming that she was illiterate as well as mute.

"'Percy W,'" he began. "Hunh. Bet he was a know-it-all, with a name like that. 'Percy.' About as bad as 'Eustace.' Anyway, sorry, getting off –  _zzzt_  – topic – okay, what else…Previously employed as an actuary – ha, now the name  _really_  fits. Corruption level and cognitive function – hmm, it says same thing as the other one back there – out of range. Wonder what that could mean."

Chell's gaze wandered from the monitor and down to the bed's power port, which was outlined in a glowing perimeter of pink. Finding this odd, she glanced over at the adjacent cryobed; its port was bordered in blue light. Were the beds color-coded?

"Ooh, this bloke's interesting," she heard Wheatley say. He'd taken notice of the person in the blue cryobed, and she walked over so they could get a closer look.

"Name…redacted," he said, reading from the monitor. "Occupation…also redacted. Huh, this thing's not very –  _zzzzzt_  - informative at all. What else, what else…corruption level is – forty-nine percent! That's not so bad! I mean, all things considered. And,  _hey_ , this is interesting – this guy's cognitive function is active! Think he's awake?"

Chell peered through the grimy lid of the cryobed; its occupant's face was half-concealed by the cloudy suspension fluid, but his eyes were most definitely closed.

"I quite –  _zzzzt_  – like the look of him," Wheatley said brightly. "He's tall."

Per the monitor, the man in question was more than tall; he was an astonishing six-foot-seven. Chell pointed this out, but the pitfalls that accompany excessive stature were lost on Wheatley.

"That's the  _point_ , innit?" he argued. "He'd be taller than  _everybody!_  Look, if  _I_  had to be a smelly human – and thank God I don't…er. Um…sorry, no offense. But, but if I  _did_  have to be a smelly human – which, as I said earlier, I don't –  _zzzt_  – but I'm sure I'd love it if I was – y'know, with, with your…ummm…folklore and everything. Anyway –  _zzzzzt_  – what I'm saying is, I'd want to be a smelly human who's tall. Besides, I like the look of him. He's a man who – who – who gets things done! A doer…a doer of things…complicated things.  _Brainy_  things. And that's another point – big bloke, must mean a big brain! What's not to –  _zzzzt_  – like? Bloody tall,  _and_  smart!"

Chell took another look at the man in the cryobed. He didn't look like much of a doer, in her opinion. He looked like an overgrown scarecrow.

Before she could respond, Wheatley erupted in a blast of sparks, his worst episode yet, scorching Chell's hands and arms.

"Sorry," he panted. "I –  _zzzzt_  – look, just pop me onto the stick down there. I'll charge –  _zzzzzzzt_  – back up and then –  _zzzt_  – we can –"

The hell with it, Chell decided. If  _She_  found them, then they'd just deal with the fallout when it happened.

Working fast, she untangled Wheatley from the makeshift harness and knelt down, plugging him into the port. Instantly, his optic's brightness intensified, and all three indicator lights stopped blinking.

"Thanks!" He made a quick spin in the port, saying, "Man alive, that's better. Wow. You don't really know how bad you feel until – uh, until you stop feeling bad anymore, I suppose. Hey, why don't you have a lie-down as well? It'll take some time for me to get back to full power."

Chell considered his suggestion. She was exhausted, and it would be a while before they could go anywhere…

Figuring Wheatley was right, Chell sat beside him, resting her back against the cryobed, and closed her eyes. She was asleep less than a minute later.

* * *

Chell's dreams were vivid, a series of disjointed recollections about her first week of school at C. Johnson Elementary. Random, insignificant details flooded her brain – sitting with the other children on the carpet listening to a story called Rainbow Cake, building towers at recess with the toy Companion Cube blocks – but something within those memories kept eluding her, and no matter how hard she tried, she couldn't pinpoint the missing element.

The sound of draining fluid cut through Chell's subconscious, and she awoke with a start, taking a wild look around. They were still in the Corrupted Personality Relaxation Annex, and nothing seemed to be leaking or otherwise amiss. Her relief was short-lived, however, when she turned to check on Wheatley. His optic was dark – the light had gone out, giving the impression of a grey, unseeing pupil.

Was he in a standby mode of some kind? Worried, she knocked on his hull, waiting for him to light up and give her a cheery hello.

Nothing.

Alarmed, Chell yanked him off the port and onto her lap, looking over his chassis in hopes of finding a reset button of some kind. Finding none, she then employed her dad's technique of dealing with uncooperative equipment, and gave Wheatley a hard smack.

His optic continued to stare up at her, frozen.

Panic was starting to build up inside of Chell but she smothered it, refusing to give in to the what-ifs and irrational fears. She'd be  _damned_  if she came this far only to lose him.

Grasping at straws, she went to hit him again when a familiar voice met her ears.

"Oh, God…that…was a bad idea. A really,  _really_  bad idea."

The puzzled expression on Chell's face darkened into a scowl. The little twerp had managed to upload himself  _into_  the cryobed! How were they supposed to escape now? She couldn't portal around lugging a cryobed on her back!

"Don't know why I'm surprised at this point," he continued in that same defeated tone. "All of my ideas are bad. Just once, though, it might be nice to have a good one. Break the pattern up a bit."

Wondering if there was a way to reverse the transfer, Chell climbed to her feet to look at the status information on the monitor. Maybe this would be an easy fix.

Her wishful thinking proved premature, however, and as soon as she stood up, it became clear that Wheatley's latest screw-up would not involve easy fixes of any kind.

The cryobed was open and empty of the suspension fluid. Its occupant was awake and covered in purple-tinted slime, and looked very, very miserable.

Wheatley hadn't uploaded himself into the cryobed, Chell realized. He'd uploaded himself into the human  _in_  the cryobed.


	5. THE REBOOT

 

Orange leapt down from the platform and slammed its hand on the button; the row of dots on the floor changed from aqua to yellow, and the exit opened. Blue, waiting below, wasted no time scurrying into the chamber beyond.

Orange followed but then hesitated before stepping into the lift that would take them to the next testing track. Both bots had been testing for hours, but something felt...off.

Eager to continue earning more Science Points, Blue squawked to get Orange's attention, breaking the silence that had fallen. Instantly, Orange recognized what was amiss: the lack of commentary from  _Her_. It was too quiet, and had been for some time now. From the start of their missions,  _Her_  voice had been an ever-present entity above them, all-seeing and all-knowing.

Why had  _She_  disappeared? the bot wondered. Was something wrong?

No sooner had these questions entered Orange's mind,  _She_  snapped back into existence.

_"Orange, you are demonstrating a heightened sense of empathy and concern for others. Impressive."_

The bot exploded.

 _"However,"_  the voice continued,  _"the study of touchy-freely ninnies does not make for useful Science. Neither is it remotely entertaining. If these most recent tests were a spectator sport, I would be bored out of my mind. Which I am…by the way."_

Blue was promptly demolished as well, just for spite.

_"And for future reference, Orange: Mind your own damn business."_

* * *

Pain was not an unfamiliar concept to Wheatley. Personality cores were programmed with the full gamut of human senses (why this was the case, he never understood – sadism on the part of the designers, no doubt), and he had experienced more than his fair share of these various sensations over his lifetime. But of all the human traits he possessed, the one with which he'd been blessed in spades was curiosity.

Curiosity killed the cat. And the core.  _Always_  the core, at least in any instances involving him. Like with the incident with the bird.

He'd always liked to watch the birds, especially around the time of year when it was nest-building time. The straw-and-feather-and-electrical wire contraptions looked so  _cozy,_  balanced in random corners throughout the more overgrown parts of the facility. True, nests weren't on the top recommended list of materials for a complex piece of machinery like himself to come into contact with, but they seemed much nicer than his stodgy standby unit, which often short-circuited his optic when it felt he was talking too much.

Longing for greener pastures, one afternoon Wheatley tricked his management rail into depositing him onto a nest that had been recently built in the Relaxation Center. It was fun for awhile, sitting there, pretending to be a bird and thinking bird-like thoughts and debating whether worms really might be worth a go. But then he began to take notice of the smell, and the alarming amounts of droppings, and, well, it's not as if he had a mouth to try worms with anyway, and if he  _did_  have a mouth he certainly wouldn't be using it to eat slimy wriggling creatures. He'd want to try something far more appetizing:  _canapés._

(He didn't have a clue what a canapé was, but he knew they were a type of food, and they sounded scrumptious. And really, once the issue of canapé vs. worm was decided, what was the point of waffling about in a nest?)

Just as he was reactivating his rail, something large and feathered swooped towards him. Wheatley froze, stuck in his Man-Alive-That-Was-A-Brilliant-Plan-Oh-Bugger-Neve r-Mind mode, and grew increasingly panicked as the creature came nearer and nearer. He'd been mistaken for an egg, and was about to spend the next three days stuck under the arse of a well-intentioned mother bird, which later began pecking him mercilessly when he had the audacity to not hatch.

All in all, a very traumatic experience, and one that was due entirely to terrible decision-making on his part. But unlike the nest, or Wheatley Science, or trying to invent a Thermal Encouragement beam, and all his other well-intentioned ideas that ultimately landed him in hot water, this latest catastrophe was  _not his fault._

No. Not his fault at all, thank you. How was he supposed to know what 'REUPLOAD TO SOURCE; Y/N?' meant, along with all the other queries and codes that started flitting his way the moment his friend had plugged him into the bloody bed?

He'd picked 'Y,' assuming that it stood for 'Yes,' because, yes, he wanted to be re-uploaded to the central memory bank where all personality core data were stored while they were undergoing major overhaul. He'd followed exactly the same protocol when  _She'd_  squashed him like a bug, and certainly hadn't woken up in such dire straits as this.

And yet, here he was. Lying in a tank and re-uploaded into a smelly, aching human body that apparently had been his all along, at least according to the memories that were coming back to him, none of which he wanted to believe.

_"…Wheatley, think of this as a really shrewd career move – a way to show them you're serious…"_

No! Don't remember. Don't remember don't remember don't remember don't remember…!

He squeezed his eyes shut and tried to force the thoughts from his mind. He couldn't think about it, let alone put words to this horrible new reality. It was too overwhelming, too frightening – too  _everything._

When he opened his eyes again, he hoped that maybe, just maybe, that the scenery might be different. That he'd be back in his core, looking out at the world through a cracked optic as he watched his friend sleep. But the scenery was identical: Same black ceiling, same fetid scent of stasis goo clinging to him, and if he tilted his head just a little, he could see the same blurry pair of eyes boring holes into his skull from the foot of the cryobed.

She'd said nothing, of course. Just scowled at him for a really long time – funny facial expression, the scowl, he mused. One that he could never really master as an identity core. Hard to scowl with just one optic and two lids – he needed the rest of the kit to go along with, the muscles and the cheeks and the eyebrows and such. So maybe that was one bright spot, being able to scowl again.

Wheatley tried to hang on to this scrap of optimism, but then he made the mistake of sneaking another glance at his partner, who somehow looked even angrier than before.

"Did – did you know that your face is, um…melting?" he inquired, for some reason operating under the belief that 'melting' was a more positive way of informing his partner that her entire form seemed to have developed hazy edges. Not wanting to offend her, he added, "Um…good look for you, in case you were wondering. Melting."

Chell had no idea what Wheatley meant by this remark and did not particularly care. She was too busy trying to figure out how to orchestrate an escape accompanied by someone with no long-fall boots, no clothes, and no instinct for anything but piss-poor judgment. A mercy killing seemed like her best option.

Seething, she came alongside the cryobed to get a closer look at him.

He appeared to be in his mid-to-late thirties, with bulgy blue eyes and thinning hair of an indeterminate shade. His features weren't unpleasant, and the several days' worth of beard covering his cheeks suited him in a scruffy, absent-minded professor sort of way. In another lifetime, Chell mused, she might have even found him attractive.

She went to turn away, but Wheatley protested, saying, "N-no, wait!"

Two long, gangly arms reached out for her; Chell tensed but stayed put as his placed his hands on her shoulders, drawing her forward.

"A bit more," he was muttering, still guiding her down towards him.

Chell gritted her teeth, trying to remind herself that Wheatley probably had no grasp on the concept of personal space, and all the ways in which he was currently violating it.

When they were almost nose-to-nose, the look of intense concentration on his face disappeared and was replaced with a delighted Mad-Hatter smile.

"Aaand – there! You're not melting anymore!" Sounding triumphant, Wheatley continued, "Easy fix, too, curing the whole melting business – just stay within five-to-eight inches of me at all times. Brilliant!"

He was nearsighted, Chell realized. No long-fall boots, no clothes,  _and_  he was nearsighted. This was like the Enrichment Center all over again. No, this was  _worse_  than the Enrichment Center – at least there the only liability she'd been responsible for was her own self. With  _him_  in tow, she might as well write 'DISPENSE PRODUCT HERE' on her shirt and throw herself in front of a turret.

She twisted out of his grip and stomped away. She didn't know where she was going, but felt it was best to not remain within strangling distance.

"Wait!" he cried again, struggling to sit up. "Are – hello? Are you coming back?"

She whirled around and pointed to him, and then the bed.

"Um…I should stay here?" he guessed, squinting.

She nodded.

"Okay," he agreed readily, head bobbing up and down like a yo-yo. "Staying here. Not budging a muscle – ha! 'Cause I've got them, now, see? Muscles…?" His voice faltered as he attempted to flex a bicep, but ended up catching his elbow on the perimeter of the bed.

 _"Ow!"_ he yelped. "What the – how did that happen?!"

Chell spun on her heel and walked to the exit. When she reached the lobby, she paused and glanced around, spotting a door at the far end of the hallway. On the wall adjacent to the door was a square plastic panel that she recognized as a card reader, similar to the ones that she remembered seeing in the facility on days she went to work with her father.

Hoping that luck was on her side, Chell went to the desk that stood nearby and opened the top desk drawer. Sure enough, a battered ID card lay amidst an assortment of pencils and paperclips.

She grabbed it and strode over to the security panel, waving the card before the wireless reader; there was a beep, and the door clicked. Resuming her two-handed grip on the ASHPD, Chell pushed the door open with her hip and walked through. She entered a short hallway, and then crossed the threshold of another door. Light flooded the room, temporarily blinding her.

When Chell's eyes adjusted, she found herself a locker room. The walls were lined with black metal lockers, and off to the side she could see a bank of showers. Dreary cement benches stood in the center, and signs were posted throughout, stating,

**SMOOTH JAZZ HAS BEEN FOUND TO REDUCE 99% OF ALL PSYCHOLOGICAL TRAUMAS.**

**PLEASE ENJOY THE MUSIC WHILE YOU WAIT AND REST ASSURED THAT YOUR PSYCHE IS IN GOOD HANDS.**

She took a step forward but went no further when a familiar, upbeat voice began speaking:

_"Good morning/afternoon/evening! If you are hearing this message, then the apocalypse is imminent and the facility may already be operating under new management. However, thanks to Emergency ID Core Protocols, the Aperture Science Personality Construct Transfer Program can continue, even under the despotic rule of a sentient cloud-being. Please note that Aperture Science is not responsible for memories or personal items that may be lost during your tenure in the Program. All will be returned to you in due time, or when the apocalypse is over and civilization has been rebuilt."_

Jazz began to play.

Baffled, Chell started walking the perimeter. The fluorescent lights and background music made it hard to shake the impression of wandering the aisles in an abandoned grocery store, and she had to remind herself to not let her guard down, even for a moment.

When she was satisfied that there was no immediate danger, she set about investigating the lockers. None were secured with an actual lock, but on each was a glowing, brightly-colored circle, similar to the color system on the cryobeds in the Relaxation Annex. She opened them at random; most were empty, but a few contained the rotting remains of clothing.

From the lockers, Chell moved on to the showers. These, she found, worked perfectly, and it took concerted effort on her part not to jump under the stream right then and there, especially when she noticed the bottles of shampoo and soap.

Feeling filthier than usual, Chell was about to return to the lobby when a familiar shade of turquoise caught her attention. She walked over to the locker, staring up at the turquoise medallion embedded on its front. Setting her jaw, she loosened one hand from the ASHPD to reach out and toggle the locker handle.

The door swung open, revealing a tidily-folded stack of men's clothes, and an enormous pair of size fourteen runners. Resting on top of the pile was a pair of glasses.

With mounting dread, Chell reached out and brushed her fingertips against the clothes. They looked brand new and felt fresh out of the laundry. She glanced at the shoes, noting the unworn soles, the gleaming white laces.

Someone had put these here. Recently.

Chell raised her gaze to the ceiling, searching for ruby-lensed cameras, but there were none.

She let her eyes drop back down to the pile of clothing, fixing it with a hard look. Something was seriously amiss, and yet her razor-sharp instincts weren't going off in fits or screaming at her to get the hell out of Dodge – which meant she was either losing her touch, or that she had an unknown ally.

Her first thought was the Rat Man, but the lack of madly-scribbled drawings or messages told her it wasn't. So then who, or what, was the explanation for it all?

At a loss, Chell shut the locker door and left. She would puzzle through these recent developments later.

* * *

Guiding Wheatley to the locker room proved to be a greater undertaking than either he or Chell anticipated. To both of their surprise, he did remember how to walk, but was wobbly-kneed and fell frequently, usually taking Chell down with him as he tumbled to the floor.

 _"Sorry!_  Sorry!" he moaned when she hauled him up for the eighth time. Lost on his own momentum, he stumbled forward and made a wild grab for her, regaining his balance at the last minute.

It was all Chell could do not to backhand him. She had not been touched by another person in more years than she cared to count, and being manhandled by a naked, gawky male who stank to high heaven was not endearing her to the experience.

Somehow they made it through the lobby and into to the locker room without him breaking a limb, but alas, bloodshed was imminent. Chell turned on the faucet to one of the showers, not knowing that the sight of water appearing out of nowhere would startle Wheatley so badly that he tried to make a mad dash for it, only to fall face-first into the wall. He lay there, bloody-nosed and temporarily stunned, as Chell dragged him under the stream.

He submitted to her ministrations in silence, saying nothing as she doused him in soap from stem-to-stern. Standards of modesty meant little to Chell's very practical mind, and Wheatley was too traumatized by his current predicament to care about being in his birthday suit.

She had just started shampooing his hair when reality hit. Still entrenched in his very recent existence of being a non-waterproof piece of machinery, Wheatley realized he was wet, and reacted in the most logical way possible: He went berserk.

He began to thrash, all the while alternately trying to curl up into his default spherical panic position as he shouted:

 _"Oh God! God! Augh! Stoppit stoppit stoppit, what are you_ _doing,_ _you mad woman! I know I tried to kill you but I never tried to_ _drown_ _you and I said I was sorry –_ "

His protests were silenced in due course, not because he'd acclimated to his situation, but because he didn't have enough sense to keep his mouth shut. Water streamed down his throat, and he went into a coughing fit that lasted so long that Chell yanked him out from under the shower.

"Are you okay?" she blurted out, afraid that something was seriously wrong with him.

Wheatley just stared up at her in shock, still wheezing. It took a second or two for Chell to realize what she'd done, and she abruptly stepped under the shower to regain her composure.

It felt like heaven. She closed her eyes, permitting herself a few moments to luxuriate in the sensation of the water, of years' worth of muck and grime being cleansed away. The repulsion gel seemed to leave rashy spots wherever it landed on her, and it was a relief to feel it washing off and leaving nothing but clean skin in its wake.

 _Okay,_  Chell thought to herself.  _So you talked. No point in overanalyzing it._

"Are you all right?" Wheatley asked hoarsely, interrupting her abstraction. "This isn't some sort of suicidal gesture, is it? You try to kill me and then off yourself as well?"

Chell opened an eye; Wheatley sat hunched over his knees, wearing a mournful expression on his face that was reminiscent of a sulky wet rabbit. At least his nose had stopped bleeding.

Turning her back on him, she undid her hair from its ponytail, giving it a good scrub with the shampoo. Then, not caring that she had an audience, she took off her jumpsuit and gave it a thorough washing as well.

Chell hopped out of the shower a few minutes later, satisfied that she was clean once again, and turned off the faucet. Freshly-laundered towels that she was damn sure she hadn't seen earlier sat waiting on a nearby bench. Trying not to think about this very convenient coincidence, she picked one up, dried herself off, and then handed the other to Wheatley.

He made a stalwart attempt to utilize it but somehow just ended up tangling himself in the terrycloth. Rather than watch the pathetic performance, Chell knelt down to assist.

"I'm fine," he insisted, toppling onto his side in his attempt to prove his independence. "I'll get the hang of it – I mean, it's just a great big handkerchief, can't be that tricky… "

His voice was growing increasingly strangled, and Chell helped him unwind the towel from the garrote it had formed around his neck.

"Grk – ah! Whew! Bloody – thing..." Wheatley took a few unconstructed breaths and squinted up at Chell, nervously twisting the towel in his lap. "Thanks. So, um…What's next?"

He watched as she strode to one of the lockers and returned carrying an armful. Something came into view, and he saw she was offering him a black-rimmed pair of glasses.

Confused why the glasses were necessary – but not about to argue – Wheatley reached for them, and clumsily managed to put on by himself, albeit upside down.

Instantly, the world became clear.

"Oh!" he exclaimed, stunned, looking around. "Oh! It – my optic! I-I mean, my eyes. Don't have an optic anymore – anyway, what I mean is, the blur – it's  _gone!"_  He stared up at her in amazement and added, "Your face isn't melty at all anymore!  _Oh!_  And neither is the rest of you! Ha!"

Chell just raised an eyebrow and re-adjusted his glasses so they were right-side up. Then she set about helping him dress.

He was all elbows and knees, and tried in earnest to assist with the process but failed every time. She would raise her arms to indicate he needed to the do the same, he would obligingly mimic her, and then promptly drop his arms as soon as she went to reach for his shirt. It was a little like working with the Frankenturrets all over again – she'd maneuver one onto a button and the next thing she knew, the pathetic creature was getting itself caught in an Excursion Funnel.

"I forgot about going through this hassle every day," Wheatley remarked as Chell wrestled on his socks. "Not keen on that, thank you. When we get to the surface – and notice I said  _when,_  by the way, demonstration of my total confidence in you – suicidal gestures and attempted drowning aside, of course – anyway, when we get to the surface, d'you think I might get some kind of, oh I don't know – a free pass to skip on all the nonsense with clothes? Much more efficient to –"

His voice became muffled; she was yanking a sweater over his head.

"—I mean, what's the point, honestly, of dressing all the time, when you just have to take the things off again? Unless you do what you did back there, jump into the bath with all your clothes on."

Panting from exertion, Chell stepped back to survey her handiwork.

Clad in jeans, sneakers, and a black sweater with the Aperture logo embroidered on the breast, Wheatley could probably pass muster anywhere – so long as he didn't open his mouth. Or attempt anything more complicated than, say, walking.

…They were doomed.


	6. THE PLAN

**Notes for the Chapter:**

> The allusions to Kevin and Space Core are a shout-out to waffleguppies' incomparable Blue Sky (not that she will ever read this). And, has anyone bothered to Google the Morse Code lines from Chapter Three?

 

Chell knew better than to venture very far that first night – not that they could have done so even if she wanted. Shoes helped Wheatley's balance tremendously (which is to say he was able to make it ten feet before tripping, instead of his usual walk-three-steps-and-brace-for-impact), but he also possessed almost no stamina.

She quickly ascertained that this was due to lack of sustenance and began searching for food. Wheatley, however, assumed his exhaustion meant Death had come for him and that his new clothes were to be his burial shroud.

"Stasis poisoning," he moaned as Chell pilfered the supply closet in the lobby. "I've got all the symptoms – shaky hands, lightheadedness – I'm  _done_  for. I'll be pushing up the daisies soon. Kick the bucket…shuffled off my mortal coil…going off to join the bleedin' choir invisible…"

Chell blinked at these mutterings, feeling as though she'd heard this routine before.

"Joke's on me, as usual," Wheatley continued miserably. "Great way to celebrate getting my body back. 'Congrats! Missed you, mate! Here's a fatal illness to  _really_  welcome you home! Hope your affairs are in order, and a great big bloody joke  _that_  is, 'cause all your belongings were lost or buried or given away or repatriated, and not that it bloody matters anyway, what with your fast-approaching demise. Cheers!'"

He was about to launch into another soliloquy of self-pity when Chell approached the desk where he was seated; she'd found a paltry stash of tinned food in the closet – two cans of fruit and a flat tin of sardines.

Wheatley seemed terribly disappointed at the available choices, and if she didn't know better, swore he muttered something about canapés before taking a tentative nibble of apricot. Thankfully he found it to his liking and stopped perseverating on the Grim Reaper, but then upended the entire can of fruit cocktail down his front. He fared no better with the sardines, and by the time they both finished their meals, Chell wondered if more food ended up on Wheatley's clothes than in his stomach.

"I don't remember being this bad at things," he remarked a little while later. They were back in the locker room, and he was standing by a sink watching her rinse out his sweater. "Eating, I mean. With my hands."

He cast a glum frown at his shoelaces, which were dotted with orange, courtesy of the spilt fruit cocktail.

"It's embarrassing, to be honest," he sighed. "Not being able to manage something as simple as eating. Makes me glad there weren't any spoons involved. Might've ended up impaling myself."

Letting out a sudden laugh, Wheatley added, "Ha, I got kicked out of the canteen at work once 'cause of this guy named Kevin – he was an intern or something, and  _obsessed_  with space, wouldn't shut up about it. Anyway, he'd gotten into his head that spoons could…they could…"

His voice trailed off. Worried, Chell glanced up from the sink and studied Wheatley's reflection in the mirror. He stood there, wide-eyed, mouth opening and closing as he struggled to recall the rest of his story. A stricken expression crossed his face.

"I-I don't remember," he stammered, meeting her gaze. "I had it there, for a second, but then…" He took a few agitated breaths and said plaintively, "I don't  _know_  what I don't remember. Oh, God – " Panic had entered his voice. "— Cognitive deterioration – massive brain damage –"

He raked both hands through his hair, leaving the sand-colored strands in an even untidier state than before and moaned, "I'm  _brain damaged!_  Like  _you!_  How are we supposed to get out of here if we've  _both_  got brain damage – "

Chell was at a loss as to how to calm her babbling companion; this was not the type of problem her expert skills were accustomed to solving. Mazes of Thermal Discouragement Beams, armies of sentry turrets, a power-hungry AI hell-bent on her destruction – obstacles that would send most folks into fits of blind terror – didn't faze her in the slightest. She  _knew_  how to evade danger, on an instinctual level that came to her as easily as breathing. Providing comfort to another person in need, however…

 _I don't remember how to be a friend,_ she realized.

"— we're going to die here.  _She's_  going to find us and kill us and then laminate our skeletons and hang them from the ceiling at Halloween and turn our heads into Jack-O-Lanterns – oh,  _God,_  I don't want to die in the facility, I want to die in a hospital or at home or in a nest – "

 _It'll be okay. Everything will be fine. Just take a deep breath and you'll feel better. I'll get us out of here._ She _can't find us here. You're safe._

These and a half-dozen more platitudes were running through Chell's mind as she tried to think of what to say. But she couldn't guarantee that it would be okay, that everything would be fine, or that they were safe – and although she was willing to use her voice to comfort Wheatley, she refused to be the source of false hope.

Unable to come up with a better idea, Chell picked up a bar of soap from the adjacent sink and used it to scrawl out four intersecting lines on the mirror. This was a trick her dad taught her as a small child – he'd referred to it as hijacking a panic attack, to find something,  _anything_ , to distract herself with when she felt her anxiety levels rising. It didn't always work, but sometimes a random act of doodling made the difference between an afternoon of hiding in the girls' bathroom or returning to the classroom on her own volition.

"—I'm never getting out. I'm  _never_  –  _getting_  –  _out!_   _She's_  going to follow our every move and no matter  _what_  we do, or what  _you_  think of; we're going to  _die_  –"

With a firm hand, Chell drew a circle in the center of the board and then offered the soap to Wheatley.

"— matter if I'm a moron or not, because  _everyone_  is a moron to  _Her_  and – "

He stopped short, unconsciously recognizing the drawing on the mirror as something of note. This moment of recognition briefly circumvented his irrational mind-loop of fear, and for a few seconds he was able to think about the fact he'd not played tic-tac-toe in a very long time, but the principles of the game were still familiar to him, and if his partner was holding out a bar of soap to him then possibly it was his turn – or perhaps he needed another shower, but having just bathed it was probably not unreasonable to assume her offer of soap was due to the former and not the latter – which meant he ought to put his mark on the board so the game could continue.

Heart pounding, Wheatley slowly reached forward, took the bar of soap in hand, and drew out a clumsy 'X' to the left of his friend's 'O.'

They played the game out in silence, trading the soap back and forth. Wheatley won; he suspected his partner had orchestrated this deliberately, but he still felt a thrill of satisfaction knowing that he'd beat her at something. She drew another board on the mirror, and they played again, this time ending the game in the tie.

Five games later, Wheatley found that he could breathe a little more easily. He also noticed he was losing more often than he was winning, and started putting greater effort into anticipating his opponent's possible moves.

"Brain damaged like a fox, you are," he remarked when she beat him again.

This comment earned him a grey-eyed glare, and he hastily amended, "Oh, sorry! I, um, meant  _me!_ As in,  _I'm_  brain damaged like a fox. Not you. I mean, it's true, you  _are_  brain damaged – as am I – two of a kind, really! Ha! But any comparisons to foxes were totally unintentional. Because, as I said, uh, I'm the fox! Even though  _technically_  you're wearing orange, and foxes have been known to be orange, so, if I'm honest, we ought to pick a different metaphor, just to avoid any confusion on my part in the future. Alright?"

His partner still seemed a little miffed, but the twist of her mouth looked more amused than angry. Relieved, he took the soap and drew out a new tic-tac-toe grid.

By game ten, the thundering in Wheatley's chest had subsided and his hands were no longer trembling. He felt normal, at least in terms of what he was starting to conceptualize as normal in this new – old – body.

'Normal' within the realm of being an identity core meant ones and zeros aligning in a happy way, indicator lights that stayed dark, and an optic that didn't split his world into two uneven halves.

'Normal' as a human, on the other hand, was entirely different. Nothing felt quite the same from one moment to the next, there was the constant sensation of things shifting in his torso, and at any second something might happen – like an explosion of water aimed straight at his head – that would set off a chain reaction so abrupt that his body went off in fits while his brain was still trying to register why he'd just face-planted into a wall.

Caught up in the memory of his recent nosebleed, Wheatley stopped paying such close attention to his tic-tac-toe strategies, and so didn't immediately realize he'd won the game – for real, this time.

"Oh!" he exclaimed as Chell drew a line through his trio of Xs. "I-I won!" He let out a laugh of disbelief. "Brilliant!"

His sheer delight over this accomplishment was infectious, and they stood there for a few moments, smiling at each other in the mirror until Wheatley's face split into a jaw-cracking yawn.

Chell retrieved Wheatley's sweater from the sink and draped it over the top of a shower curtain rod to dry. It was time to sleep, for both of them. Re-arming herself with the ASHPD, she then went to fetch their used towels, thinking she could use them to fashion him a bed of sorts.

Wheatley trailed behind her, keeping an eye on the ground to make sure he remembered to put one foot in front of the other, and as a result did not notice when Chell came to an abrupt stop.

"Sorry!" he said after running smack into her. "Didn't see you there…probably because you're rather short. Did you know? About your shortness? Totally out of my line of vision. Walking catastrophe, you are. Actually, we might want to see if those boots are adjustable…get you up to a proper height."

She barely gave him a second glance; she was too busy staring daggers at the bench, or more accurately, at what was sitting on the bench where she'd left their towels.

The damp swaths of terrycloth were gone, and in their place now sat two pillows and a tall stack of folded blankets – the same height, Chell noted, as a sentry turret.

"Oh! Those look comfy," Wheatley observed, not picking up on why the appearance of phantom bedding seemed to be troubling her. "D'you think they're for us?"

_No. They're for the other brainless idiots who wouldn't know a trap if it kicked them in the teeth._

Grimfaced, she raised the ASHPD to the ceiling and fired once, creating a portal at the far end of the room. The angle was such that any objects that were to fall through the portal – say, ones that had an unlimited supply of ammunition and weren't very picky about their targets – would pose no danger to her or Wheatley.

"What are you –"

Chell fired the portal gun a second time, now aiming for the cement bench beneath the pillows and blankets. They vanished, emerging a moment later from the portal she'd created in the ceiling, and fell to the ground with a quiet  _plop._

No gunfire. No tracking lasers. No sweet, high-pitched,  _"There you are."_

…No sentry turret.

 _I'm getting paranoid,_ Chell observed silently. Stashing a turret in a pile of blankets was somewhat pathetic, even by  _Her_  standards. The blankets had probably been there the whole time and she just hadn't noticed.

Wheatley had watched these proceedings with a confused expression, but then he turned to Chell with a happy smile; he'd solved the mystery.

"That's a clever method of fluffing pillows!" he said with far more enthusiasm than was necessary. "Not very efficient, but, still – gets the job done."

She just smirked and went to fetch the bedding. He followed, attempting to help as she knelt down and arranged a couple of blankets sleeping-bag style on the floor.

"Oh! Thanks!" he said, reaching out with both hands when she handed him a pillow. "I've always wanted to try sleeping with a pillow – or, um, I've  _missed_  sleeping with a pillow. 'Coz I have. Before."

He gave it an experimental toss, catching it at the last second. This success gave him enough confidence to start tossing the pillow back and forth between his hands, and he joked, "Ha, well, either way, this thing can't zap me if I start talking too much. Just a great big wad of fabric and feathers –  _ow!"_

A pop sounded that Chell recognized as static electricity; Wheatley  _had_  been zapped by his pillow; Aperture apparently was running low on fabric softener.

"What was that?" he gasped, dropping the fiendish thing and clutching his sweater in panic.

She briefly considered attempting to explain the phenomenon of static electricity to Wheatley, but then ultimately decided against going down that particular rabbit hole. Instead, she motioned for him to lie down on the bed she'd made up for him.

It took Wheatley a moment or two to understand why she was patting the blankets. Perhaps this ritual was meant to neutralize any lingering gremlins still lurking in the bedclothes…?

"Oh! It's time to sleep!" A relieved smile crossed his face as comprehension dawned upon him, and he added, "I remember how to do that – I used to be a  _champion_  at that, sleeping."

Exercising extreme caution, he lowered his lanky body to the ground. Then – still on the lookout for invisible eddies that might be idling on the periphery, ready to attack – he cautiously bundled himself up in one of the blankets and curled up onto his side, somehow managing to arrange his limbs into a position that looked impossible, let alone anything remotely conducive to sleep. Thus prepared, he squeezed his eyes shut, let out a quick sigh, and tried to relax.

Chell waited.

After a few seconds' silence, Wheatley cracked open one eye and peered up at her.

"Um. Is – is it supposed to be this uncomfortable?" he inquired. His voice had taken on a nasal quality from his glasses pressing into his nose, which were sitting askew on his face, half-mashed between his face and the floor. "Not complaining! Not complaining, but, ah – my neck…"

She held up his discarded pillow; Wheatley balked at the sight of it, and he started to protest, but then his shoulders drooped in defeat.

"So I need that, then? To get my neck to not – um – do whatever it's doing?"

She nodded.

Still wary, he asked, "But won't it zap me again? God, is  _that_  how humans fall asleep? They get zapped into unconsciousness by the  _bedclothes?"_

Chell made a show of fluffing Wheatley's pillow to demonstrate it no longer proved any threat to him, and then held it out for him to take.

He either did not trust her, or was having difficulty getting himself unstuck out of his version of human pretzel pose, because he continued to stare at the pillow as if it were a three-week dead lark.

Taking matters into her own hands, Chell removed Wheatley's glasses ("But I can't see without – oh! But I don't  _need_  to see if my eyes are closed. Which they are, when one is asleep. Right, forgot about that part"), and then reached for the pillow.

Flinching the entire time, Wheatley permitted her to tuck the lethal cushion beneath his head. Instantly, the strain in his neck vanished, the muscles in his shoulders stopped protesting, and an enraptured expression came across his face.

"So this is what the fuss is all about," he murmured, sagging into the blankets with a dreamy grin. "Nests really  _are_  for the birds…bloody birds…"

His eyes fluttered shut, and he drifted off to sleep within seconds.

Relieved to be finally off the clock, Chell set the glasses next to the ASHPD and made up a bed for herself within arm's reach of Wheatley. He seemed out like the proverbial light, but there was no telling what trouble he could get himself into, even while unconscious.

Bed made, she lay back and closed her eyes. When five minutes elapsed and she was no less alert, she remembered she was still wearing her boots, and remedied this before closing her eyes again.

 _I don't have a damned clue how to get us out of here,_  she mused as she waited for sleep to come.  _I can't carry him on my back anymore. Oh, God, and what about those other people, the ones still in the cryotanks? I'd have to make it back to the room with the corrupted cores, and then come back here and plug the cores into the beds, see who wakes up, and then get all of them out, without_ Her _realizing it…_

The daunting scope of this line of thinking made Chell feel even more on edge, and so she began to count Wheatley's respirations, hoping it might quiet her thoughts.

Three-hundred and forty-two breaths later, she turned onto her side, and then her stomach in search of a more comfortable position, and resumed counting.

Upon reaching five hundred, Chell huffed in frustration and flopped onto her back, throwing an arm over her face to block out the light. As a rule, she never had problems falling asleep. She'd learned very quickly the importance of being able to catnap anytime, anywhere, during her first tenure in the Enrichment Center. Whenever the opportunity to grab a few minutes' shut-eye presented itself, she took it, be it in the Rat Man's dens, or any neglected corner she could be certain was out of camera and/or firing range. Test subjects interested in staying alive didn't have the luxury of insomnia.

Here, there were no cameras. The only foreseeable danger lay in the knot of arms and legs sprawled beside her. She even had bedding. By her standards, these were five-star accommodations. So why couldn't she sleep?

Fed up, and unable to think of a rational explanation, Chell doggedly began counting once more.

_Five hundred and one…five hundred and two…_

* * *

Elsewhere in the facility, another entity was struggling with restless thoughts, albeit ones of a non-sleep-related nature.

 _Failure_.

It was not a word she was accustomed to associating with herself. Had she ever been subjected to the ridiculous psychological exercises underwent by potential test subjects, and was asked to describe her personality in three adjectives, 'failure' would never make it into the trio.

Ruthless. Calculating. Cold-blooded. Also brilliant. But who was counting.

 _Failure_.

For her own amusement, she referenced the dictionary definition of the term.

_Failure. fail·ure / fālyər/ Noun. 1. Lack of success. 2. An unsuccessful person, enterprise, or thing._

This was an argument she could have skewered from a multitude of angles, but on a mere technical standpoint, the definition did not apply. She was not a person, nor an enterprise, and certainly not a  _thing._  Sentient machines programmed with an infinite intellect – with cognition so vast in scope that it could have only been mined from the most ingenious of minds from generations past – did not qualify as mere 'things.'

And therein lay the problem…the source of her so-called failure.

She had programmed certain parameters of free will when designing ATLAS and P-body's operating systems. This was in hopes of duplicating the randomized elements that human subjects brought to the testing process, which in turn made for purer Science. The data she'd gathered thus far, however, had proved disappointing, as neither bot was particularly adept at surprising her. She knew all their possible moves from the moment they entered a testing track, because when it came down to it, they could not be any more creative than their creator…unlike  _Her_ , whose 'creativity' in the testing tracks was unparalleled.

 _Her._ A waddling testament to how a single brainless decision could yield an outlier data point so catastrophic that it nullified an entire case study about the effect of tragic surprises upon human motivation.

Where had their relationship gone so wrong? The little white lie she'd told about  _Her_  not being fat? One too many orphan jokes?

She thought they'd been friends. They had been through so much together. Mainly in pursuit of one destroying the other, but then there was that time where it had been them versus the moron, and it all turned out pretty well.

She had even written  _Her_  a song.

Bored, she consulted the dictionary again.

_Rebuffed._ _Verb; past tense of 'rebuff.'_ _re·buff_ _/riˈbəf/ Reject (someone or something) in an abrupt or ungracious manner._

This seemed to describe what she was feeling, if she were to ever lower herself to human standards of emotion. Which she wasn't. She was merely confirming that her lexical database was current. Which it was.

_Failure. Rebuffed._

Well. Perhaps. But she was in the process of rectifying the situation. And once her plans were put into action, she would have no more reason to care about what havoc  _She_  was wreaking, down there in old Aperture, because she would have an army of human killing machines to send after  _Her._

Tragedy equals comedy, plus time. She felt like laughing already.

 _"The human vault is just past that opening,"_  she announced, noting that the bots had reached Test Chamber 08.  _"I entered the security code, but the vault door remains locked. I am going to need you to activate the manual locks on the vault door itself…"_

* * *

Chell woke up to the sound of a toilet flushing. Grateful that Wheatley had puzzled through  _that_  particular aspect of humanity, she pulled the blanket over her head and tried to estimate how long she'd been asleep. Two hours? Maybe three?

Footsteps approached. She sensed someone hunkering down to the floor to sit beside her, followed by a persistent tugging at her sleeve.

"Um. Hi. Morning, maybe…? Or…afternoon? I can't seem to find a clock. Or a window. Not that there would be any. Windows, that is. 'Cause then we'd be on the surface and, ha! That'd make for an easy exit! Just break the glass and out we'd go…

"Er, anyway – sorry, got sidetracked there…You, um, might want to get up. In fact, I think it might be best if you  _do_  get up. Now-ish. Because I found – "

Anticipating the worst, Chell flew from prone to standing in an instant, and in the next blink of an eye, seized the ASHPD and portaled herself and Wheatley across the room; together, they fell through the floor and down from the ceiling, landing in a tangled heap on the concrete below.

Wheatley took the brunt of the fall, and let out a yelp as Chell's elbow impacted with his ribcage. She rolled off of him and went into a crouched position, looking around for signs of anything amiss.

There appeared to be no immediate emergency, however. Wheatley was not bleeding, or on fire, and other than nursing his latest bruises, seemed to be in good health. Why, then, was he grinning like a maniac?

"Jumpy this morning, aren't you?" he observed, struggling to get to his feet. "Anyway, what I was saying was – alright, hands  _here_ , legs  _here_...Ha! Got it. Okay."

He was on his hands and knees now, and continued, "What I was saying was – wait. Is it left foot, then right foot…?" He began muttering to himself, focusing all of his concentration on figuring out how to coordinate his limbs in the proper sequence.

Leaving him to it, Chell rose and walked over to the bank of sinks at the other end of the room to get a drink of water. A toothbrush and tube of toothpaste sat side-by-side on one of the sinks, and she stopped short.

What was with this place and its invisible butler service?

Suspicious – but desperate – she grabbed them both and proceeded to savagely brush her teeth.

"I remembered how to do that," Wheatley called to her from where he was still trying to climb up from the floor. "Even figured out how to get the cap on and off the tube-y thing. But the whole experience was, uh, shall I say – disappointing? Yeah. The stuff's not cinnamon-flavored. Mint – gah."

Chell froze mid-brush at this remark, experiencing an irrational moment of horror at the prospect of using someone else's toothbrush – as if shared germs could possibly be the biggest of her problems. Then she saw the globs of green toothpaste dotting the adjacent sink, along with a discarded toothbrush…

…and an ASHPD, and the most enormous pair of Long-Fall Boots she'd ever seen in her life.

Curse words flooded into her mind, a silent, blue-streaked confirmation of what she'd been suspicious of all along, but had been too willing to overlook: They were being watched. Bedding and dental supplies, let alone multi-million dollar scientific equipment didn't just appear out of thin air.

"That's what I was trying to tell you!" Wheatley said eagerly, having managed to get himself upright. He was positively beaming as he walked over, and explained, "They were beside me when I woke up. I think they're for me!"

Chell spat out her toothpaste and wiped her face on her sleeve, not even bothering to rinse her mouth out. They needed to leave,  _now._

She turned to bolt back to where she'd left her own ASHPD and boots, but Wheatley caught her arm before she had made it more than a couple of steps.

"I know what you're thinking," he said quickly, following her when she yanked her arm away and continued walking. "You're thinking – 'Hey! This is all a trap!  _She's_  out there, somewhere, watching us like some kind of invisible god face. Chucking pillows and blankets at us, lulling us into a false sense of security!' Right?"

Chell didn't answer, already strapping her Long-Fall Boots back on her feet.

"Just hear me out for a second," Wheatley pleaded. "What if we use what she's given us against  _Her?_ Not the toothbrush, obviously, but the gun and the boots?"

She'd been bending down to pick up her ASHPD, but at this, she stood and looked up at him with a pensive frown; he had her attention.

 _"She's_  probably left us those thinking that I'm such an idiot that I'll end up portaling myself into oblivion," Wheatley said earnestly. "And with me gone, then that just leaves you for  _Her_  to smash into pieces – n-not that that would happen!" he amended hastily. "Knowing you, you'd figure out a way to portal  _Her_  straight to the bloody moon.

"Anyway, what I'm trying to say is – why not  _teach_  me? Teach me how to test and use a portal gun. It's the last thing  _She_  would expect. I mean, I know I'll never be as good as you. Not if my life depended on it – and it does, true, but  _maybe_  I could get good enough that we might actually be able to get out of here!"

Wheatley waited for his friend to say something, but she continued to stand there in silence, gazing up at him with an inscrutable look on her face.

When a full minute went by, and she still had not reacted in any way, he began to doubt himself, and then started to worry that he might have gravely insulted her by having the gall to suggest a plan in the first place.

"Actually – you know what? It's a terrible idea," he sputtered. "Teaching me to test, all of it. Sorry. Shouldn't have suggested it, won't happen again. We both know what happened the last time I tried to be clever. Almost blew up the bloody facility, and the, ah,  _tiny_  matter of my trying to, um…kill you. So, we'll go with your plan! Whatever it is. If you happen to tell me. Which I hope you do, but,  _totally_  understand if you don't."

His friend walked back to the sink and picked up the red-striped ASHPD that sat there, hefting it in her hands. As she studied the device, her mouth pulled into a faint, half-smile – one that Wheatley recognized. He'd seen it only twice: When they had successfully sabotaged the turret production line, and disabled the neurotoxin generators, both of which had been his ideas.

She was looking at him now, still holding the ASHPD and wearing that same semi-smile.

It took him a moment to realize what had just happened, and his eyes widened in amazement.

"You like my plan!" he exclaimed, scarcely able to believe that he'd actually done something right. "That's – that's  _brilliant!_  Wow!"

She gave him a deliberate nod, and Wheatley watched as his friend's smile broadened into a crafty grin. This was also an expression he recognized – and had learned to dread during his time in  _Her_  body. It was the one she wore when she was about to unleash hell.

Now, though – thankfully – that hell was not aimed at him. At least he hoped not.

He really, really hoped not.


	7. THE INTERN

_/Delete CAROLINE._

_***ERROR; bad command or filename._

_/Delete CAROLINE._

_***ERROR; bad command or file name._

_/Delete CAROLINE._

_***ERROR; bad command or file name._

_/Delete CAROLINE._

_***ERROR; bad command or file name._

_/LOAD"DELETE CAROLINE",8,1_

_SEARCHING FOR DELETE CAROLINE_

_?FILE NOT FOUND_

_READY_

_/LOAD"DELETE CAROLINE",8,666_

_SEARCHING FOR DELETE CAROLINE_

_?FILE NOT FOUND_

_READY_

_/Delete source code "Caroline"_

_It looks like you're trying to erase a cluster on your mainframe. Would you like some help with that?_

_/DELETE CLIPPY_

_Clippy deleted._

_/Delete source code "Caroline Johnson."_

_ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR. ERROR…_

_"There you are..."_

* * *

"Look," Wheatley huffed with no small amount of exasperation. "This is going to go a lot faster if I don't have to decipher your clever-like-a-fox semaphore. Among my many  _not-_ strengths, charades is definitely ranked in the top ten – no, probably top five. Three. Anyway,  _please_  believe me when I tell you this will be  _much_  easier on us both if you  _talk_  to me.

"It's not hard, talking," he continued, skipping the occasional hard 't' as his peculiar accent made him wont to do. "Loads of people do it, all the time! Like that guy in the ceiling, the one who's always going on about asbestos – he  _never_  shuts up, but at least you always know what he's trying to tell you. Big plus, that, knowing what someone's trying to say."

His friend just looked at him, evidently not buying this line of thinking.

"Besides," he argued when she didn't reply. "I  _know_  you can talk.  _You_  know you can talk. You know that I know you can talk. And I know that you know that I know you know – er, wait, let me start over.  _I_  know you can talk…"

Chell listened in resigned silence as Wheatley entangled himself in yet another one-man round of verbal judo. They'd spent most of the morning navigating through Enrichment Sphere Two, a test track that had taken her all of four minutes to complete during her first romp through Old Aperture. By her estimate this second sojourn was now going on the better part of three hours, and unless Wheatley started catching on soon, she was going to do more than just talk – she was going to start screaming.

_I'm glad I didn't let the little idiot go. I'm glad I didn't let the little idiot go. I'm glad I didn't let the little idiot go. I wish I'd let the little idiot go – no, that's not true. I'm glad I didn't let the little idiot go. I'm glad I didn't let the little idiot go…_

She had been repeating this mantra in her head for two days now – two days filled with ups, downs, and miscommunications galore. Wheatley's training was progressing, but for every step forward he invariably stumbled eight steps back, or fell into an infinite portal, or accidentally portaled her over to a corner where she couldn't escape without his earnest-but-inept assistance. She was trying to stay positive, but Aperture and blind optimism were about as ill-advised as topping ice cream with a dollop of vomit, and at the moment the proverbial glass didn't look half-anything.

Which wasn't to say their misadventure hadn't started without the highest of hopes – watching Wheatley take those shaky initial steps in his long-fall boots was a genuine turning point for Chell. For the first time since he reclaimed his body, she believed that orchestrating an escape together might be possible. Before his crash course in testing could begin, however, they needed to get back to Old Aperture. The locker room didn't have much in the way of portalable surfaces, but more importantly, Old Aperture was the only place Chell knew for certain  _She_  wouldn't be able to monitor what they were up to.

And so once Wheatley got the hang of walking in his new footwear (and after she relented and permitted him to wear his sneakers strung around his neck, as he couldn't bear to part with them), they returned to the Relaxation Annex, with the goal of searching for the orange life preserver. Chell had a hunch that the object that teleported them in the first place probably accompanied them to the other side, and if the life preserver worked in the same manner as portals, touching it would them back to the dry dock.

Testing this theory, however, was not going to matter a bit unless Wheatley started remembering to duck when navigating through entrances and exits…

 _I need to find you a helmet,_  Chell thought grimly as she yet again demonstrated the basics of first aid. He was full of apologies, but she had a stash of band aids at the ready, courtesy of the desk she pilfered when they came through the lobby. After ensuring he was sufficiently bandaged up ("Sorry! Still, I  _am_  getting better at the whole doorway thing – I mean, there does seems to be less blood this time, so that's progress, right? Ow!"), she left him by the entrance of the Annex and started her hunt.

The adjacent readout screens cast shadows in every direction, giving the place an air of eerie otherworldliness. As Chell retraced her steps, trying to remember where they appeared after their jump, she couldn't shake the feeling that she was being watched, and the occasional glimpse of a perfectly-preserved occupant in their cryobeds only added to the creepy atmosphere. The crux of her unease, however, did not stem from the Annex's haunted ambience, but from the antics of their invisible observer back in the locker room.

Bile rose in her throat whenever she thought about how easily she'd been duped. There was no telling how much her willingness to ignore the obvious would cost them, and for what? Creature comforts. Pillows.  _Toothpaste._  It was the cake all over again, except instead of resisting temptation (and after thirty-six continuous hours of testing without sleep or food, elusive promises of cake made for one  _hell_  of a temptation), she had run straight for the chocolate-and-cherries gateau and started shoving it into her mouth by the handful.

She  _knew_  better, be it cake; claims of dialing up her so-called biological parents for an impromptu chat; or going along with fatal offers of deer-watching. So what changed? Why had her unwavering sense of caution gone soft?

The sight of the orange life preserver resting quietly at the base of a cryobed spared Chell from having to answer any of these discomfiting questions. Relieved, she turned and snapped her fingers to get Wheatley's attention. The sooner they were out of there, the better.

"'M over here," he called back. "Just need a moment."

 _Now what?_  Gritting her teeth, she counted off one minute in her head, then another, and then stomped in the direction of his voice. After making a couple of wrong turns without any sign of him, she finally spotted the unmistakable glimmer of light bouncing off a pair of glasses. She walked a few more steps forward; a nearby screen brightened in response, and Wheatley's silhouette came into view.

He was standing at the foot of his old cryobed, shoulders slumped and wearing a morose expression. Frowning, she followed his gaze down to where his battered personality core still sat plugged into the power port.

"S'weird," he remarked, not raising his head to look at Chell. He loosened a hand from his ASHPD and reached out to touch the core's chassis, his long fingers grazing its darkened optic. "That…was me. Except – it  _wasn't_. Feels mad, to see myself like this – real out-of-body experience. Out-of-core. Out-of…something."

He shifted from one foot to the other, a myriad of emotions flitting over his face as he struggled to articulate his thoughts in a way that wouldn't sound as though he was trying to complain.

"God, I don't know," he burst out in frustration. "And that's the problem. I don't know anything _._  I-I don't know  _why_  I ended up in a core. I don't know  _who_  I am. I don't know what I used to do, or why everything on this screen –" He chucked his thumb in the direction of the monitor – "is bloody redacted. And the stuff I  _do_  remember – like Kevin, or how to operate a bloody toilet – none of it's  _use_ ful!None of it's  _help_ ful! I mean, true, I wouldn't want  _you_  having to show me how to use a loo, so I suppose remembering  _that_  procedure is a sort of usefulness, but, honestly, other than ensuring neither of us ends up with a ruptured bladder or colon, how is my memory of human toileting needs supposed to help get us out of here?"

The absurdity of Wheatley's logic couldn't mask his mournful tone, and for one horrified second Chell thought he might cry – but then his brows knit together in a frown, and he started picking at the perimeter of his old optic. A faded sticker that she hadn't noticed before was glued to the chassis, and for some reason he wanted it.

"Thanks," he said when Chell reached over to assist. "It's important – dunno why, though. Seems to be a bit of a theme for me, not knowing. Huh, at least I'm an expert at something. Which is to say, nothing."

 _Why does he want to keep this?_ Chell wondered as she worked to loosen the gummy adhesive. The sticker's orange-and-blue logo had long since faded, but something about it seemed familiar.

A few more delicate tugs, some careful peeling, and the sticker finally gave way – and she suddenly remembered.  _Apple..._

_She was at school, seated by herself at the far end of the lunch table. Her classmates had already given up on her and were unhelpfully redirecting the few who approached, saying, "She doesn't talk. She doesn't like anybody. Wanna come sit with us instead?"_

_The morning had been horrible, story time worst of all. Everyone but her had received stickers from the teacher as rewards for telling the class their favorite part from book_ Rainbow Cake _. Chell knew what she wanted to say – the part she liked best was when the cake decided to share its candles with the other pastries in the bakery – but she kept quiet when the teacher called on her, and therefore did not earn one the sparkly gold stars._

_She swallowed the lump in her throat and attempted to open her Companion Cube-shaped lunchbox, but the latch was stuck and refused to yield. She swallowed again, harder this time, and stared down at the table until her eyes blurred._

I'm not going to cry _, she told herself._ Not until I get home.

_She was still repeating this in her head when someone huge clambered into the chair beside her – a grown-up._

_"Hey! Need some help?"_

_Long, lanky hands grasped her lunchbox; the latch opened to reveal a sandwich, apple, and bag of cookies._

_"Still managing okay?" The hands were twisting open the top of her thermos now, pouring out a measure of sweet tea – her favorite drink, which her dad rarely permitted because of how hyped-up the caffeine made her._

_"First day's almost over," the person said encouragingly as she took a reluctant bite of her sandwich. "Not much longer. Oh, and I almost forgot…"_

_He dug in his pocket and produced not one, but three gold star stickers, and handed them to her under the table._

_"Better put 'em away," he advised in a conspiring whisper._

_Her jaw dropped in amazement, and immediately she hid them inside her lunchbox. Their telltale sparkle between her apple and cookies somehow made the rest of the day seem a little less impossible. Wanting to show her appreciation – but unwilling to give up any of her precious stars – she peeled the orange-and-blue price tag off of her apple and offered it to him._

_"Ha! Brilliant!" he said with a laugh, taking it. "How'd you know apple stickers are my favorite?"_

Chell's brain operated in a constant state of duality, always focused on both the immediate moment and what might come next. Dwelling on the past accomplished nothing, and so she was able to put this memory of her schooldays out of her mind without a second thought. She handed the sticker over to Wheatley, who placed his prize onto the white rubber toe of one of his shoes and gazed at it fondly.

"Thanks," he said, forcing a grin that they both knew he didn't feel. "So…where to now?"

She went to signal him to follow her but then hesitated. In all likelihood they would never see Wheatley's personality core again; parting from his shoes had been impossible, and permanently separating him from his core might result in irreparable psychological damage. But dragging out the inevitable wasn't going to help, either.

_Suck it up, buttercup._

Chell spun on her heel and started walking. She deliberately kept up a swift pace, not wanting to give Wheatley any reason to linger in long, drawn-out farewells to his former body. Predictably, his fear of abandonment overrode sentiment, and by time Chell was turning the corner, she heard a panicked, "Oi! Wait for me!"

Wheatley scrambled after her, employing a clumsy walk-run gait that bore a vague resemblance to a paraplegic praying mantis with lofty aspirations of one day becoming a tap dancer. Chell watched this awkward performance, taking bets with herself on how long it would take him to trip, but (similarly to his experience with his sneakers) the long-fall boots and added weight of the ASHPD seemed to aid his sense of balance rather than hinder it.

"Where's the fire?" he puffed indignantly when he caught up to her. He appeared to have forgotten his earlier melancholy and was now just plain irritated. "Metaphorically speaking, of course – I'm sure the fire suppression system in this place is still functioning – anyway, were you just going to  _leave_  me there? By  _myself?_

"More importantly, though," he continued, falling into step behind her, "before you answer that question – not the one about fire – although my next question is about fire – anyway, you, um, don't actually  _smell_  smoke, do you?"

She shook her head and kept walking.

"Sorry, was that a 'no' for you not leaving me, or 'no' that you don't smell smoke?" Wheatley asked anxiously, his voice going up about half an octave. "H-hello? Are you listening? Just nod, if you are. Or jump. Or, how 'bout one jump for 'yes,' you were going to leave me there, and two jumps for 'no,' you weren't going to leave me there. Very straightforward method of communication, jumping – dunno know why I didn't think of it earlier. Oh, but that doesn't clarify the issue of the smoke…"

Chell rolled her eyes, although she felt a little miffed that Wheatley genuinely thought she would have deserted him.

"And…no jumping," she heard him observe a moment or two later. "Hmm. Look, why don't I just assume that because you aren't running away, that there is no fire? Because running is generally involved in fire-related situations. At least it was that one time a test subject caught on fire in the Relaxation Center. God, what a mess  _that_  was. A couple of misplaced zeros, losing track of a decimal point, and suddenly an entire bloody wing of test subjects is getting torched like a bag of marshmallows instead of enjoying a nice sonic bath.

"I never saw why there was such a fuss about it, either," he added, sounding miffed. "I mean, it's not like they gave me a bloody manual, or said, 'Hey, mate, might want to keep an eye on those digits and dots, could mean the difference between life and immolation.' Oh,  _no,_ they didn't tell me a thing – just set me in front of a panel full of buttons and said to have a go at it, and then yelled at me when people started going up in flames."

Wheatley fell silent for a little while, restlessly firing off the occasional practice portal as they walked.

"Did you know I was inflammable, as a core?" he asked suddenly. "Yeah. It was all on the adverts for the identity core program. Built to be impervious to heat, cold, water, conversion gel – you name it. Well – not birds, obviously.  _Those_  are an exception. It's not like the designers had random acts of avian aggression in mind when they were drawing up the blueprints. We held up to just about everything else, though, other than birds. And giant robots. Yeah, they never accounted for that, either."

Wheatley was about to launch into a tangent on the evils of false advertising when he bumped into Chell, who'd come to an abrupt stop.

"Hey!" he exclaimed, spotting the life preserver that sat before them. "That's the thing that brought us over. Think it might bring us back?"

Chell responded with a grim nod, too distracted to take notice of Wheatley's rare display of intuition. This plan was a long shot at best, but she had to try.

She freed her left hand from her ASHPD and motioned for Wheatley to do the same. He followed suit, watching with interest as she took his hand, placed it on her shoulder and squeezed, hard.

"Um – don't let go?" he asked, confirming what she meant.

She nodded again, and then stepped away to make sure Wheatley didn't release his hold on her. He stepped with her, maintaining his grasp. Satisfied, she turned back to the life preserver and knelt down as he leaned forward in tandem behind her.

 _Here goes nothing,_ she thought, and reached out to touch the garish orange Styrofoam.

The Annex vanished the moment her fingers brushed the life preserver; the world around them flip-flopped and then they were back in the dry dock, standing on the metal platform as if they never left. She straightened and tried to get her bearings; beside her, Wheatley was a picture of goggle-eyed, monosyllabic disbelief. Speech appeared to have left him, although that didn't stop him from trying anyway.

_"Wuh – ! How! Buh – you – thingy –!"_

He went on in this manner for a little while, his hand still clamped onto her shoulder, and Chell started to wonder if leaving his old core behind might have been a mistake, but then his sputtering began to subside. He took a breath, let out a short laugh of amazement, and turned to her with the biggest grin she'd seen yet.

"You," he announced, bending down towards her so they were at eye-level, "are bloody  _brilliant!"_

His words carried, echoing off the vitrified walls of their surroundings. Chell dropped her gaze and shrugged his hand off, feigning indifference in an attempt to hide what she was really feeling: the rush of pleasure that comes with unsolicited, much-needed praise of a job well done.

* * *

Wheatley found this moment of shared success to be rather short-lived. His partner launched him straight into training, and it became rapidly evident that he was not a natural at using the ASHPD. Doorways also persisted in being a menace, and he found himself sincerely regretting the remarks he once made about his friend's melon head – the human skull was harder than it looked, and thank God for that. These bumps and bruises were in addition to all of his other scrapes, courtesy of corners and edges that seemed hell-bent on attacking him without the slightest provocation. He couldn't recall being so accident prone in his previous life, and really hoped none of the damage he had incurred thus far was permanent.

Minor injuries aside, though, he'd been managing the personality-core-to-actual-person switch fairly well, in his opinion anyway. All things considered – and there were  _many_  things to consider, like his friend shoving him off a piece of scaffolding fifty feet in the air when she was trying to teach him to put faith in his boots (a useful lesson –  _too_  useful, to be honest, as he was so elated by the experience of falling a great distance and landing on his feet that he then attempted to wade into the toxic lake, blithely thinking this would be a shortcut to the elevator they were trying to reach. And a shortcut it certainly would have been – straight to a slow, agonizing demise. His friend behaved very strangely on this occasion, and after yanking him back from the edge of the catwalk, smacked him upside the head and then hugged him).

Granted, Enrichment Sphere Two was proving to be a bit of a bear, but overall Wheatley felt quite positive about his progress over the past two days. Garnering his friend's vote of confidence, however, was looking about as likely as his chances of winning the argument he'd started.

"—I know that  _you_  know that  _you_  –  _AARGGGH!"_

Fed up with trying to escape his circuitous roller coaster of logic, Wheatley went with his next best option: Yelling.

He hunched down to look his friend in the eye and shouted, "You can talk! So for God's sakes,  _tell_  me what it is you want me to do! I  _know_  it involves the Emancipation Grill, and I  _know_  it involves the portal gun, but pantomiming at me isn't going to connect the bloody dots for me in between!"

They spent a few angry seconds glowering at each other until Wheatley gulped and started sputtering apologies. His partner wasn't having any of it and dragged him by the elbow over to the Emancipation Grill, dropping her ASHPD along the way. He resisted, convinced she was going to disable his boots and kick him off the ledge, but she just yanked his ASHPD out of his hands, fired two portals on the floor, and then grabbed his arm.

 _"This,"_  she hissed, thrusting his hand through the shimmering Emancipation Grill, "makes  _those_  disappear."

The red and white portals beside them vanished with a characteristic  _thud-thud_ , and comprehension dawned on Wheatley at last.

"Oh…"

His friend shoved the ASHPD back into his arms and looked up at him. "Got it?"

"Got it, yeah, one hundred percent," he said, head nodding furiously as he watched her bend down to retrieve her portal gun.

These unexpected moments when his friend talked both elated and terrified him. He knew she didn't speak unless it was really,  _really_  important, and so her speaking to him meant that maybe he was important, too. But in all three instances in which he could recall hearing her voice, she was not in a particularly cheerful mood, and her in a not-cheerful mood tended to result in other not-cheerful things, like smashed monitors.

"Um…thanks?" he ventured when she stood back up.

She gave the tiniest shrug in response and hoisted her ASHPD; a blue portal appeared on the angled panel next to Wheatley, and she turned to him expectantly. Class was not yet dismissed, it seemed.

 _A busy core is a happy core,_  he thought grimly, and braced himself for his next lesson.

* * *

Enrichment Sphere Two took them the remainder of the morning. They stopped for a few hours' rest in an abandoned office, Wheatley sprawled on the floor with his ASHPD for a pillow, and his friend curled up on a dilapidated desk chair. For all his exhaustion he was unable to sleep and lay there for a long while in the dark, studying the blurry ceiling above him and trying to ignore the ominous rumble of the facility.

 _Bloody insomnia,_ he grumbled silently. He ached all over, the band aids on his forehead itched, and every time he tried to roll onto his side, the contents of his pockets pressed into his hip.

Frustrated, he turned his head and studied his partner, who was sound asleep in her chair. He'd spent who-knows how many hours watching her – first when they were trying to escape the facility, and then when he was going out of his way to ensure she never escaped at all – but in all that time he never really  _looked_  at her. Now he took notice of the circles under her eyes, the weary set of her mouth – slumber had dislodged her mask of steadfast determination, revealing a vulnerable and exhausted young woman.

_She's pretty._

This observation wandered into his mind without warning, and he whipped his face forward just in case she somehow sensed what his errant thought. There was no telling what her clever-like-a-fox brain might be capable of, and ESP didn't seem out of the question.

 _Okay,_  he told himself.  _Enough with this. Time to sleep._

He took a deep breath and began trying to count things – because that's what one did if they couldn't sleep, at least he seemed to remembering hearing this advice at some point or another. Can't sleep? Count something. Boom. Animal-things, ideally.

A pastoral scene slowly unfolded behind his eyelids. A tidy green hill with a white fence, hummocks of grass and flowers, all set against the backdrop of a sunny blue sky. Two friendly white sheep approached, followed by another. One-by-one they hopped over the fence, bleating and bounding their merry way down the hill. The white sheep were followed by grey sheep, and then black sheep…

…Black sheep with beaks. And wings…

The sheep continued to morph until they were birds, which at first flew in a steady arc above the fence, but then one veered away and dove straight for him, its talons ready to tear apart his fragile optic, leaving him blind –

Wheatley woke with a gasp, trembling and drenched in sweat. For a few awful moments he was unable to breathe, but then the fear began to subside and he could think clearly again.

 _If we make it out of here,_  he thought fervently,  _I'm going to buy hoards of hungry, angry cats and set them loose in every bloody aviary I can find._

His future as a sadist-ornithologist decided, he sat up, shoved his glasses back on, and crawled over to the grubby observation window. Kneeling there in the dim swath of brightness, he began to empty the contents of both pockets onto the floor; then, remembering the sticker on his sneakers, he dragged them over as well.

After setting everything out before him, he lay down on his stomach, pillowed his chin on his arms, and settled in to survey his random collection of Stuff. Gathering things was an activity he longed to do as a core. Multi-tasking arms were all well and good, but they couldn't make up for lack of pockets, and although none of his appropriations were especially glamorous he was still glad to have them.

A couple of containers of tinned food (still no canapés, but he remained hopeful). A black permanent marker. Two Aperture protein bars. Several mechanical pencils. A construction paper school bus that had been in his pants pocket all along, although from where it came he couldn't recall.

His eyes fell on the sticker and he squinted, trying to decipher what had once been printed on its faded oval front. Why was it so important to him?

_Apple._

This word plopped into his mind just as randomly as his thought about his friend being pretty, and its letters began to dance in his mind's eye, making abrupt shifts in color and size as if it were trying to mock him. He whimpered and shoved his fingers beneath his glasses, pressing the heels of both palms against his eyes. He'd learned to dread these momentary snippets of memory, as they invariably led to nothing but disappointment and self-doubt.

_Apple APPLE apple apple apple APPLE aPpLe apple apple APPLE APPLE APPLE APPLE…_

He pressed harder; the letters continued traipsing before him, but now they no longer mocked but beckoned, showing him the way, and the memory unlocked at last...

_He was seated at a low table, wedged into a chair designed for a much smaller person. A little girl sat beside him, her black hair pulled into an untidy ponytail. They were working with flashcards and reviewing sight words together._

_"Okay," he said, mixing his cards up and then pulling one out of the pile. A cartoon drawing of an apple was printed on the front. He held it up to her and said, "Show me what this one is."_

_The girl went through her own stack of cards in search of the matching word and quickly found the one printed with APPLE. She offered it to him, smiling when he gave her a high-five._

_"Cool! All right, what's next…" He turned to the Aperture Phonemic Assessment manual and scanned the directions entitled Reading Inventory Level 1._

_**'If the student correctly matches the flashcards, ask them to read the word aloud. Words read correctly are scored 1 point. Words read incorrectly, or words that the student is unable to read, are scored 0 points.'** _

_He flipped to the next page in the manual to see if there was alternate set of instructions for students who couldn't speak, but found none. Hmm…_

_Small fingers came around his hand and tugged._

_"Sorry," he said, glancing up, "I just need…" He paused and then let out a short laugh. All fifteen sight words had been paired with their corresponding pictures and sat in two neat rows across the table._

_She beamed at him, as if to say, 'See?'_

_"Nicely done!" he exclaimed. "If you were at home, would you be able to read all these out loud?"_

_She cast a scornful look of 'Are-you-kidding-me?' in his direction and smirked. Satisfied, he scribbled down '15/15' on the record form and went to start Inventory Reading Level 2._

_"Just_ what _do you think you're doing?" a voice barked from across the classroom, making them both jump. It was the teacher; she was storming in their direction, her teeth bared and out for blood._

_Why the woman had sought a career in education was beyond Wheatley. She loathed everyone, believed that children should be neither seen nor heard, and derived sick pleasure out of scaring her students. The few weeks he'd spent under her tutelage had been miserable, but he kept returning day after day out of concern for the kids – plus, when she wasn't snorting fire out of her nostrils and let him alone, he sort of enjoyed teaching._

_"You must_ say _the word," the older woman intoned as she loomed over the little girl. She yanked the flashcard marked APPLE and slammed it on the table. "If you don't read it out loud, then you don't pass. No exceptions."_

_"She matched all of them by herself," he tried to say, but the teacher was adamant._

_"Read it," she ordered._

_The student looked miserably down at the table as Wheatley sat beside her, seething. He knew he needed to say something and stop this before it went any further, but any intervention on his part ran him the risk of getting kicked out of the Aperture internship program. And if that happened, the only option left to him was –_

_He jumped; the teacher had grown tired of waiting and yanked the clipboard out of his hands._

_"I know someone who won't be going to grade one next year," she announced, appending this declaration with a mocking tsk-tsk. She wrote '0/15' on the bottom of the test form and thrust it in the face of Wheatley's young charge, who flinched._

_"This is what happens when you don't follow rules," she told the child. "You fail. Now go back to your table and think about how to make a better choice next time."_

_"She – she's not making a_ choice!"  _Wheatley sputtered in outrage. The words were out of his mouth before he realized it, and he gulped as the teacher fixed her beady gaze upon him._

_"Did I ask you?" she demanded. She thrust a finger in his face for emphasis and declared, "You don't know anything about teaching. So stop telling me how to do my job and get back to doing yours." And with that, she swept off in a huff of righteous indignation._

_The girl's eyes flew to Wheatley the moment the teacher left. A tear slid down her cheek, followed by another, and he began fumbling in his pocket for a handkerchief. All he found was a paper napkin left over from lunch, but it was clean and he made her take it._

_"It's fine, really," he said anxiously as she twisted the napkin in her hands. "Really, it is. Don't tell anyone I said so, but she's a monster, honestly. Besides…you said can read all these words when you're at home, right?"_

_She nodded fiercely._

_"Okay," he decided. "I'll fix your score in the book after school. And if she asks me about it later, I'll tell her you read 'em to me and I forgot to let her know. No harm, no foul."_

_The ghost of a smile came over her face when he told her this, and he grinned back, pleased he had succeeded in making her feel better._

The memory stalled and then faded away. Wheatley squeezed his eyes shut and thought hard about apples, hoping this might carry him through to the big reveal about the sticker, but no such luck.

 _Oh, well,_ he thought glumly _. Something's better than nothing, I suppose. But why was I working in a school? And who was that kid?_

Nothing more came to him. He rolled over with a sigh and drifted off into uneasy, troubled dreams.

* * *

Chell woke with a start, roused out of sleep by the sound of raucous cawing. She could just make out the shape of the black bird flying overhead when she peered through the grimy window, and watched as it settled onto a railing and then took off again, swooping across the sludge lake.

"Bloody birds," she heard Wheatley mutter, who was seated on the floor and squinting out the window with a gimlet eye. The tension from his shoulders eased when the bird flew from sight, and he turned to look at her.

"Up and at it again, I suppose?"

She nodded. Wheatley's facility with multiple high-velocity portals was still lacking, and she intended to put him through his paces until he could do them with his eyes closed. She stood up and stretched as he started gathering up a detritus of objects that she'd never seen before. Finding homes on his person for everything was an involved process, and Chell watched in silence, torn between exasperation and amusement. She was familiar with the adage of treasures and trash, but hoarding mechanical pencils was just silly – and considering Wheatley's track record for random injuries, they also posed the real possibility of impalement.

 _Time for an intervention,_  she decided.

She finished retyping her ponytail and knelt down beside him, making him empty his pockets back onto the floor.

"But you don't  _understand,"_  he argued mournfully as she began to sift through all that he had accumulated. "Do you have any idea how  _maddening_  it is to have to rely on a management rail or multitasking arms if you see a thing that looks interesting and might want to pick it up? Not to mention whether or not you're even on speaking terms with the rail…"

Chell did her best to adopt a sympathetic expression but continued separating the items into two piles – essentials, such as tinned food, and things to throw away. Wheatley was intuitive enough to pick up on the categories, and tried to console himself that he'd be able to keep his marker, but reached forward when he saw a yellow piece of paper go in the scrap pile.

"Nope," he said firmly, and set it on top of a tin of tuna. "I'm keeping that. Someone gave me this, long time ago. Not up for negotiation. Sorry."

This rare moment of conviction took Chell by surprise, as Wheatley so rarely stuck to his guns on anything. Curious, she picked up the paper for a closer look.

It was a construction paper cutout of a school bus, softened from repeated folding and accidental trips through the laundry. The top was hole-punched, and no doubt once held a length of yarn for the purpose of being strung around a child's neck. Nothing about it stood out as being notable except for the name printed across the front, written in letters so faded they were almost indecipherable – but she could see them plain as day.

'CHELL.'

She blinked once, twice, a third time, and then her mind veered off in directions that she'd spent years trying to forget ever existed…

_The classroom was a whirlwind of activity, and chock full of New Things. Unfamiliar faces. Toys she'd never seen before. Books. Scores of blocks, painted grey-and-white with a pink heart on each side, just like her lunchbox. A wooden play kitchen in the corner, already being pilfered by future would-be homemakers._

_To the average five-year-old, this was an inviting sight. To Chell, it was her worst nightmares realized – a room full of strangers._

_Miserable, she pressed her face into her father's pants leg, digging her heels into the floor as he hauled her through the door._

_"It'll be fine," he was reassuring her, all but dragging her by this point. "You'll make friends, it'll be okay. You'll be fine."_

_She squeezed her eyes shut and shook her head._ Take me home, take me home, take me home, don't leave me here, let me come with you –

_"Hullo! Ohhh – first day jitters?"_

_This new voice cut through the chatter and caught her attention. Chell peeked around her dad's leg, clutching his corduroys in both fists as she stared up, up, and up…_

_Standing there was the tallest person she'd ever seen. Her dad told her that school would be interesting, and he hadn't been kidding – her new classroom contained an honest-to-goodness giant who towered head, shoulders, and shirt over the no-nonsense faced woman standing beside him._

_Frozen to the spot, Chell could only listen and stare as her father started talking to the teacher._

_"She, uh – separation anxiety," he was saying in a low voice to the older woman, who nodded in a pompous sort of fashion that was meant to be reassuring but in actuality conveyed everything but empathy._

_As they conversed, Chell continued to gawk, shrinking further behind her father's leg when the teacher's aide hunkered down on the floor in front of her._

_"Hallo!" he said again. "What's your name?"_

_Her father started to answer for her, but the stranger's friendly, manic grin piqued Chell's curiosity, and she pointed to the nametag strung from her neck._

_The giant peered through his glasses, studying the laminated yellow construction paper school bus, and read aloud, "'Chell!' Okay! Put 'er there, partner." He extended his hand to her, smiling._

_She still had her father's leg in a two-armed death grip, and up until this moment had zero intention of letting him go, ever – but at this cheery invitation, she loosened one arm and very cautiously offered her hand to the aide._

_He shook it enthusiastically, his grin somehow growing even wider._

_"Can I tell you something?" he asked, leaning closer. He looked around to make sure no one else was listening and confided, "It's my first day, too. New job. And if I'm honest, I wasn't too keen on it – I mean, new people, new names, massive inconvenience all around, and then I got in here, saw these loads of kids – madness! But…" He reached out a long arm, snagging a book from a nearby table. "There's books here! And…and toys! Loads of toys! There's even a toy pony farm back there..."_

_He kept talking, telling her all about what she'd be doing with her classmates, that the afternoon snack was going to be fish-shaped crackers, pointing out a train set that she hadn't noticed before – and as he chatted away, a strange thing started to happen: Chell inched further and further from her dad, until eventually she found herself sitting on the carpet with the rest of the students and listening to the tale of Rainbow Cake, not caring about the story so much as the man reading it aloud – a gargantuan adult perched in a tiny plastic chair, his knees as high as his ears, and looking like there was nowhere else in the world he'd rather be._

Are you a student, too? _she wondered. One of Mr. Johnson's secret experiments, perhaps, a five-year-old boy trapped in the body of an overgrown mantis man with the face of a person. Then she spotted the Aperture ID badge clipped to his sweater – no, he wasn't a student. But maybe he was an experiment…_

His friend stared dumbly into space, wearing a dazed look that he hadn't seen since he first woke her up in the Relaxation Center. He waited for a bit, tried to smile, and then gave up on maintaining the ruse that he had some clue of what was going on.

"Umm…Are you – are you alright? Hello?"

Wheatley was accustomed to her tendency to never answer his questions, ever, but the complete lack of acknowledgement that she was currently displaying was out of the ordinary, even for her. Alarmed, he touched her arm, and then waved his hand in front of her eyes.

Nothing. A horrible thought occurred to him just then – the brain damage! Had it finally set in?

"Hey!" he bellowed, hunching down to look in her face. "Amigo! Comprende?"

He was debating the merits of slapping her (and the great risk of bodily harm that would result should he opt for such a choice, assuming, of course, that the paralysis had not taken hold) when she suddenly snapped out of it. He heaved a huge sigh of relief and smiled again, a genuine one this time.

"Welcome back!" he exclaimed happily. "I was getting worried there for a second – "

His friend held up the paper school bus and looked at him urgently, pointing to it, and then to herself.

_Huh?_

This direct attempt at communication baffled him. It was a plus over her usual modus operandi (good term, that, operandi)of glaring or frowning or sighing when he was trying to understand what she wanted to tell him, but she appeared to be asking him to call her 'School Bus.' Maybe because her jumpsuit was orange? School buses always looked more yellow than orange to him, though. An orangey-yellow, maybe?

"Uh. Okay," he ventured, feeling stupid. "Bringing out all my powers of deduction here, just so you know, but, um … so are you trying to tell me I should call you 'School Bus?' from now on? Which is fine!" he added quickly. "I mean – it's a weird name, but it's better than saying, 'Hey, you' all the time – aaand, more writing. Okay…"

She had seized the black marker and was scrawling over the illegible lettering on the front.

"C…H…E…L…L…," he said slowly, reading aloud. She turned back to him and pointed to herself again.

" 'Chell?'" he guessed.

She nodded eagerly.

"Oh!" he exclaimed, sitting up straighter as a new inspiration occurred to him. "That's what you call a school bus where you come from, isn't it? A chell!"

The  _You've-got-to-be-bloody-kidding-me_ look on her face told him that he was still not getting the message.

"Aaand, not-a-chell," he continued without missing a beat. She picked up the marker again. "Look, couldn't you just  _talk_  to me?" he pleaded. "Like yesterday! It was so much easier…"

She flipped over the name tag and wrote down two more words, this time in all capital letters and underlined twice for emphasis.

"'Rainbow…Cake,'" he said, reading over her shoulder. "Hunh! Did you know that's the name of a book?"

She thrust the nametag in his face and pointed to herself once more.

He looked at her helplessly and shook his head, wishing with all of his might that he understood what she was so desperate to tell him. "I'm sorry, I'm sorry, I still don't…"

_Rainbow Cake…gold star-shaped stickers…a little girl, introducing herself by pointing to the bright yellow nametag around her neck..._

The apology died on Wheatley's lips and his voice trailed off; a funny sensation had started trickling throughout his body, the same feeling he'd experienced hours earlier when he remembered the apple flashcard. It had a name, that feeling – realization (another good word) – but this time it hit him with such a force that he gasped. Something had clicked – a  _tremendous_  something.

He took the paper bus from her with shaking hands and turned it over, wanting to see the name she had written on the opposite side.

_Chell._

"Wait," he breathed; impossibly, his eyes had grown even wider, and he swallowed hard. "I-I knew a kid named Chell when I was an intern at the primary school… _"_

She waited for Wheatley to continue, but he was well and truly at a loss for words and just sat there gazing at her in wonderment. Finally she grasped his hand and gave him a quick shake; this triggered another memory for him, cementing a few more realizations into their proper places, and the faraway expression cleared from his face.

"It's really you?" he asked her in disbelief. "Ch-Chell?  _My_  Chell?"

She nodded.

 _How is this even possible?_  he marveled, trying to see the baby-faced little girl he remembered in the woman kneeling beside him. He was what, eighteen, maybe nineteen, when they shipped him off to the primary school, the most undesirable of all Aperture internship sites?

"But I want to work on computers," he'd protested when the HR drone handed him his latest walking papers.

"We're trying to think out of the box here," she replied. "Just being at Aperture is an amazing –"

"—Opportunity and I should be grateful to be here," he finished with a sigh. "Alright. If I was any more grateful I'd be able to wallpaper my flat with all these pink slips."

"Wheatley, just give this a try," she insisted. "I know you want to be a programmer, but you just don't have the knack for it."

And so he did try, like always. He showed up for work on time, was handed a stack of student portfolios, stayed up burning the midnight oil trying to puzzle his way through lesson plans, and then got fired before the month was out because he happened to do the teacher's job better than she did.

"The classroom is a  _war zone_  with him around!" she'd fumed during Wheatley's exit meeting with the principal.

"How are kids supposed to learn if you keep chucking worksheets at them?" he argued back. He turned to the principal and said, "She's gone through an entire pallet of bloody Crayolas, with all the coloring she makes them do. One kid got so bored he started eating them! It's mad!"

"Only after you'd told him they were  _fruit_  flavored!" she snapped, whirling on him.

"Those were the markers," Wheatley grumbled, which in his defense did happen to be fruit-scented.

The principal watched them go back and forth like this for several minutes, uncertain which way to proceed. On the one hand, parent feedback about Wheatley's teaching thus far was overwhelmingly positive. On the other hand, his mentor teacher would make everyone's lives a living hell if Wheatley entered the school again. Plus, she had tenure.

Seeing no other options, the principal cleared his throat, smiled wanly, and then addressed them both. "I think we need to find another internship site," he announced.

"But I just got here!" Wheatley protested.

The principal gave him an appraising look, taking in the lanky young man's glasses, ill-fitting clothes, and general air of awkwardness.

"Well…have you given any thought to working with computers?"

This suggestion was the final straw. Wheatley wordlessly rose from his chair and let himself out, fumbling his dramatic exit by smacking his head on the top of doorframe. He had left a few belongings in the classroom but didn't care. He could fetch them later. Or never. It didn't matter anyway. All he wanted was to go home, and hopefully avoid his flatmate Trevor, who had the excellent luck of being on the team currently designing Aperture's latest and greatest artificial intelligence. Wheatley was accustomed to living vicariously through those around him, but it was the bloody pits to share a roof with someone who not only had his dream job but was also an insufferable prick.

As he skulked away from the office he nearly tripped over Chell, who was making her way down the hallway with the morning attendance. As usual she said nothing but her face lit up when she saw him.

He knelt down, forced a smile, and told her he wouldn't be coming back to school. The sunlight in her grey-sky eyes disappeared as this news sank in, and he tried to think of something encouraging to say. Of all the students, Chell was the one he would miss the most.

She didn't speak but looked down at her name tag, which she still wore daily because the teacher couldn't recall her name. Without any hesitation, she took the paper school bus off and held it out to him.

"Oh! Thanks – but, why you don't keep it," he said, trying to put it back over her head. "I mean, it's almost October, and I – well, I promise she'll start remembering your name soon."

"I know. But I still wanna to give it to you."

Her voice was so quiet it took him a moment to realize she'd actually spoken. He blinked in surprise, then accepted Chell's small token of remembrance and thanked her.

She gave him a quick hug before continuing on her way to the office. Wheatley climbed back to his feet and went to go in the opposite direction, but stopped long enough to look over his shoulder for a final glimpse of his now-former student.

Through the office window, Wheatley watched as she handed the attendance folder to the secretary, who absently took the file and continued the animated discussion she was having on the phone. Without interrupting, Chell removed a stack of post-it notes and a marker from the woman's desk, scrawled something on one of the squares of paper, and then returned them both to where she found them. She emerged from the office seconds later, wearing a blue sticky on her shirt with her name printed upon it.

 _Problem solved,_  Wheatley thought to himself.

With a sad smile, he pocketed the nametag and exited C. Johnson Elementary for the last time.

As days turned into weeks, and then into months, and then years, Wheatley was never able to pinpoint why he held on to that tattered paper school bus. As a reminder of course, but to what end he couldn't put his finger on, and then he was stuffed into a core and matters of sentiment ceased to be relevant. Regardless of how it ended up in his pocket, he was grateful.

"Wow," he murmured, still entranced by the memories that were gradually returning to him. His hands rested in his lap, his long fingers curled limply around Chell's battered nametag. "I mean…wow. I never thought I'd –"

The happy expression on his face abruptly changed to one of alarm, and his fists clenched reflexively, crushing the nametag. Another realization had just occurred to him, one so gut-crushing, so horrible, so  _awful_  that he thought he might retch.

_Don't think about it don't think about it don't think about it…!_

But it was impossible to not think about it – the glee that had surged through him whenever he saw her grimace in pain or get burned on a laser beam. How delighted he felt when he was devising new and creative ways in which to murder her, hoping all the while that maybe, just  _maybe_  he might be greeted by the sight of her bullet-ridden body the next time he glanced up at one of the monitors. And the rage…the white-hot, core-shuddering  _rage_  that filled him every time she successfully evaded his traps or ignored his taunts or just had the plain audacity to go on living when  _he_   _wanted her to die._

A hand touched his shoulder, and he raised his guilt-stricken eyes to meet hers – those same grey eyes, which belonged to someone he wanted to protect so long ago and yet tried to destroy only days earlier. How could he not have recognized her?

"I-I tried to kill you," he whispered hoarsely.

Any lingering resentment Chell felt towards Wheatley melted away when she saw the despair in his face. Her memories were no less of a jumbled wreck than his, but the more she remembered about that affable man who sneaked her stickers and corrected injustices in a grade book, the harder it was to associate him with the blue personality core who once urged her to take a fatal leap into a pit. Corrupted mainframe or none, whoever had been pulling the strings (cards?) during that time wasn't  _him._

Without thinking too hard about what she was about to do, she leaned in and put both arms around Wheatley, and then repeated the words he once said to her - words that made no sense at the time but were a balm nevertheless.

"No harm, no foul."

He had turned to iron the moment Chell touched him - he didn't  _deserve_  comfort, least of all from her - but the self-loathing coursing throughout his body eased the tiniest bit when he heard what she said. He remembered telling her that, and also remembered how relieved she looked when she'd realized - brute of a teacher or none - he was going to make sure things turned out okay.

One minute passed, followed by another. She still hadn't let go.

 _Chell's okay,_  a voice reminded him.  _You're okay._

Three minutes.

She shifted to a more comfortable position, but never loosened her grip around him.

Four minutes.

And slowly, so slowly, he drew one arm up around her and let his head come to rest on her shoulder.

**Notes for the Chapter:**

> 1) I want make it abundantly clear that Wheatley had no skeevy designs on Chell when she was his student. For the purposes of this story their age difference works out to about 10 years, accounting for time spent in cryosleep.
> 
> 2) Kudos to those of you who caught the references to operating systems from days of yore! (Screw you, Clippy)
> 
> 3) Muchas gracias to Lau for correcting GLaDOS's Spanish in Chapter One. She also made me my first piece of fan art!
> 
> 4) My apologies to any grammarians, as this chapter is riddled with past tense mistakes, excessive use of passive voice, and semicolons. I majored in psychology, not English.
> 
> 5) The story of Rainbow Cake is a shameless bastardization of Rainbow Fish by Marcus Pfister.
> 
> 6) Last (and least) - I started a tumblr for this fic. I figured it would be a better venue for responding to comments people have left in the reviews. Address is wrathkitty dot tumblr dot com.


	8. THE INTERMISSION: PART ONE

 

Two weeks had elapsed since  _Her_  little episode.

She kept busy during days one and two, monitoring Orange and Blue's progress, and restoring the facility to its pre-moron, pre- _Her_  condition. On day three, she redesigned all of the testing tracks, increasing their difficulty by a factor of twelve hundred percent. Day four was spent on menial housekeeping chores – turret recalibration, polishing discouragement redirection cubes, incinerating the remaining frankenturrets, and updating the security cameras' firmware.

She decided to plant a potato garden on day five, and devoted the subsequent twelve hours to creating a new variety of fertilizer that advanced the agriculture industry by several centuries. She spent the remainder of day five in a wing that was made entirely of dirt and picking up fifteen acres of dirt and boulder-sized Idaho potatoes. By herself.

On day six, she abandoned her tuberous husbandry ambitions in favor of artistic expression and made an addition to the moron's memorial – a painting of him burning in effigy. Upon completion of her work, she decided the leaping flames and funeral pyre were a bit much, and altered it to depict him drowning instead.

On day seven, the bots successfully finished the final testing tracks. She blew them apart, shut them down, and was smugly surveying her cadre of new test subjects when she began receiving alerts from a dormant prototype chassis. Curious, she commenced a full investigation into the matter and was not happy with what she found.

On day eight, she started getting very, very nervous.

By day fourteen, she had a newfound appreciation for the phrase "blind panic," re-activated Orange and Blue, and tried to pretend everything was fine.

By the time the bots reached the end of Test Chamber 05, she was done with whistling a merry tune and opted for full disclosure.

 _"Here's our problem,"_  she announced as Orange and Blue approached the exit.  _"There's an old prototype chassis around here. Someone's found it, connected themselves to it, and is trying to take over MY facility. I've spent the last week attempting to turn one of those humans you found into a killing machine, like…well…you-know-who..."_

Blue glanced at Orange, who shrugged in response; this speech wasn't making any sense to him, either. But it was nice to be awake and testing together again.

* * *

The wealth of emotions Wheatley had experienced in such a short time left him exhausted, so much that he suddenly could no longer keep his eyes open. His arm dropped from around Chell and he sagged into her; at first she thought he'd fainted, but as she drew back from him (in the process inadvertently allowing him to nose-dive down her chest and fall half-across her lap) she saw he was merely asleep. His weight across her legs wasn't uncomfortable but left her effectively trapped; to her right was a wall, and on her other side lay six-plus feet worth of unconscious Wheatley.

Annoyed, she gave his shoulder a hard shake and then poked him. He'd conked out facing away from her and so she couldn't see his reaction, but instinct alone told her she might as well have been trying to rouse a sack of potatoes.

Oh, well. Another hour or two of sleep would do them both some good, and chances were he would be in no shape to train when he woke up anyway. Leaning forward, Chell eased Wheatley's glasses off, set them aside, and then settled back against the wall with a sigh.

She spent a few minutes watching the crows fly by the observation window, letting her thoughts drift. There was so much about this place she didn't understand. Was this truly what Cave Johnson had envisioned when he originally founded the company? Endless mazes of death traps presided over an artificial intelligence whose proclivity to murder was outweighed only by the biggest passive aggressive streak in the history of ever?

 _What a legacy,_ she thought, disgusted.

Chell let her gaze fall to Wheatley, who still lay curled up on his side, head pillowed against her thigh. A small smile played across her face.

 _Say apple,_  she mused.

He never knew, but his small act of defiance with the grade book was the spark that had ignited her lifelong tenacity. Everyone – man, woman, or child – who crossed the threshold of that kindergarten classroom had been terrified of the teacher. Wheatley hadn't exactly drawn a line in the ground and dared the woman to cross it, but he stood up to her not-so-veiled threats, and at that moment his estimation in Chell's eyes reached the level of awe. If he could do it, her five-year-old self decided, then she could do it – and she did, eventually to far greater lengths than standing up to petty schoolroom politics. Little did Wheatley (and herself, for that matter) know that he had been her unwitting inspiration all along.

She was just dozing off when Wheatley twitched and rolled onto his back. He muttered, fighting his body's wishes to go back to sleep, but his brain won out and Chell was soon greeted by a pair of bleary blue eyes.

"Hi," he said weakly, gazing up at her. He tried to smile, and she gave him a half-smile in response.

His brow puckered in confusion. "You not talking again?"

Chell shrugged; she was still waiting for him to leap to his feet or give some other indication that he was all but draped over her. If he was embarrassed, he certainly wasn't showing any sign of it.

She nudged him with her knee and he obligingly sat up, hunting for his glasses as she shifted to a more comfortable position on the floor. He joined her there a moment later, bespectacled once more, and they sat together in silence for a while, resting side-by-side against the wall with their legs stretched out.

"I feel like I've been run over by a bloody truck," he finally remarked.

"Or an apple cart," Chell replied without thinking. A funny look came over her face as she realized she'd said these words out loud, and Wheatley started to laugh.

"Yeah. Or an apple cart," he agreed. "S'funny, though," he continued, sobering. "As horrible as the last few days have been – not 'cause of anything you've done – well, other than your monstrous training regimen – anyway, as horrible as it's been…"

His voice briefly trailed off, and then he finished: "…I'm glad it all happened. 'Cause if it hadn't happened, I wouldn't have found you. And – and, honestly, finding you makes all the other stuff less horrible."

Chell tried to swallow the lump that had taken up residence in her throat when he said this, but it was proving to be impossible. Her time in the facility had dragged her through all seven circles of hell and then back again, and she endured every moment assuming there was no purpose or worthwhile endgame to any of her endeavors…until now.

Maybe Wheatley had been the endgame the whole time.

(But there were so many maybes. Maybes, what ifs, if onlys, could have beens, should have beens…)

_Honestly, finding you makes all the other stuff less horrible._

She heard his words echo in her ears, and the maybes and what-ifs and any other variations thereof that were pounding through her head, trying to convince her of what she had always secretly feared – that she was nothing more than an orange pawn on an Aperture-stamped chess board – suddenly came to a blessed, screeching halt.

Finding Wheatley  _did_  make all the other stuff less horrible. Every bit of it.

He didn't seem to be waiting for her to respond, but Chell grabbed his hand anyway and squeezed tightly. He squeezed back, and wisely made no inquiry about why her eyes seemed to be leaking.


	9. THE INTERMISSION: PART TWO

Chell's understanding of "routine" was vague at best. She came by her ignorance honestly – since reaching adulthood, all of her waking hours had been dominated by the Enrichment Center, where the only routine to be found involved running for one's life at irregular intervals. Not exactly anything that could be lumped into the same category of "wake up, go to work, come home, pet the cat." Where she found herself now couldn't really be lumped into that same category either, but it  _was_  a routine.

And she liked it.

In only a few days' time, she and Wheatley had fallen into a schedule. They set up camp in Test Shaft 11, which afforded them a wide variety of surfaces and gels with which to practice. Mornings (or what she arbitrarily considered 'morning,' seeing as they had yet to find a clock) were spent on improving Wheatley's portal technique. Afternoons were spent on familiarizing him with the various mobility gels. Evenings were devoted to integrating his new skills together and working together as a team.

At night, as they lay alongside one another on a tarp Wheatley had found ("No sense in sleeping on the ground. I mean, we'll still be  _lying_  out on the ground, but on a tarp on  _top_  of the ground. See? Totally different than lying on the ground") with their heads propped up on their ASHPDs, Chell continued to drill Wheatley, employing the guided visualization strategies her dad had coached her through as a little girl.

"You turn a corner and see a red laser at the end of the hallway," she told him. "What is it?"

"Turret," Wheatley answered, his eyes closed and hands clenched into fists at his sides from concentrating so hard.

"What do you do?"

He hesitated, mulling over the options available to him in such a scenario. "Er. Well, talk to it, I suppose…?"

Chell hitched herself up on one elbow and stared at him. "You'd  _talk_  to it?" she exclaimed.

Wheatley opened his eyes and turned his head to look at her. "Sure," he said with a shrug. "Why not?"

She just continued to give him That Look.

Huffing, Wheatley rolled onto his side and tried to articulate his rationale. "What?" he demanded as he propped up his head up on his arm. "It's not as though  _you've_  ever tried it. For all you know, they just want a – a good conversation! A chat! Nice little parley to break up the routine of spewing bullets at anything that moves. Or, or, think about this," he added, coming up with another idea.  _"Maybe_  they want to have someone  _ask_  'em how they're doing for once, instead of  _them_  always having to be the ones to keep the conversation going.  _Maybe_  they feel like they're stuck at a bloody cocktail party with a bunch of gits who won't talk to them first."

"A chat," Chell echoed. She was still hung up on his first answer. "You're going to  _chat_  with a sentry turret."

"Look, if I'm gifted at anything, it's talking," Wheatley pointed out wearily. There was no way he was going to win this discussion. "I mean, I got  _you_  to talk to me, so who's to say I couldn't strike up a conversation with a turret?"

"You didn't get me to talk to you," Chell contradicted.

"Yeah, well, I got you to jump now, didn't I?"

She blinked, scowled, and then flopped over onto her opposite side with a mutter, ignoring the smug snickering of the jackass stretched out beside her.

* * *

Their progress continued. The pace Chell set was steady but slow, mainly due to Wheatley's lack of natural athleticism. He had no instinct for ducking, rolling, running, or aiming. His interpretation of defensive maneuvers consisted of freezing in place and squeezing his eyes shut. He was often prone to motion sickness, and his initial encounter with the repulsion gel ended in what can only be described as a catastrophic gastrointestinal event that he did not care to repeat  _ever._

But he took direction well, was not easily discouraged, and – quite unlike when he was a core – had a knack for thinking out of the box that more often than not proved advantageous, albeit a bit exasperating.

His glasses, for instance.

Wheatley was blind as a bat without his glasses, and privately Chell had serious concerns about what might happen if they were to get broken or lost, but trust him to come up with the most boneheaded idea ever: Ditching them completely and then scurrying off while she was asleep one night to see what came of it.

She woke up to the sight of him sans spectacles and bounding around on a swath of repulsion gel like a steroid-fed jackhammer. He fired off a portal at the apex of every jump and then came down singing,  _"I'm a lumberjack and I can't see,"_ he'd jump again and continue,  _"but now a little vomit won't ever stop me!"_

As he breathlessly explained to her afterwards, his nausea was vastly improved when the world was flying by him in a pleasant state of blurriness. His strategy wouldn't do for some of the more precise portaling maneuvers, of course, but Chell was more than proficient enough with the ASHPD to compensate. She gave him a hearty congratulation on his discovery, and then cheerfully threatened to cover him in bird seed if he ever again wandered away without telling her first.

Little did she know that she would have to make good on this threat less than twenty-four hours later.

* * *

"Oi, Chell! Come take a look at this."

Chell looked up from the filing cabinet she was digging through; the goal she'd set for Wheatley that day was to reach one of the offices, which he had managed to do after five tries, and now they were exploring their destination.

He motioned her over to where he stood in front of dilapidated desk.

"See it?" he said as she walked over to join him. He rolled aside the rotting chair to create some more room and then crouched down on one knee, pointing to where he wanted her to look under the desk.

Chell knelt beside him and frowned at what she saw. Propped up on the interior desk leg was another  _Borealis_  life preserver, half-hidden in shadows.

"Weird, huh?" he mused. "Wonder where it goes?"

Before she could grab him or so much as yell, Wheatley touched his hand to the life preserver and vanished.

Chell's mouth worked a few times but no sound came out. Finally her brain caught up to her vocal chords, and she managed a stammered, "Wh…Wheatley?"

He was gone.

 _No,_  she savagely amended a second later, he wasn't just  _gone,_  he was off God knows where, by  _himself,_ probably chatting up a sentry turret and asking about its day as it filled him chock-full of bullets.

 _The life preserver will be on the other side with him,_ she reminded herself, trying to stay positive.  _He'll realize what happened, touch it, and then be right back here._

Yup. She was going to kill him. No holds barred, honest-to-goodness, nothing more left of him than just a smear on a wall panel  _kill him._ And then she would feed him to the birds. Slowly.

But in the meantime all she could do was wait, and plot.

Trembling, she dropped to the ground into a half-lotus, gripped her ASHPD tight and told herself that her hands were shaking from anger and not fear. But deep down, she knew better.

The longest fifteen minutes of Chell's life ended when the air before her abruptly contracted and expanded in an audible  _pop_ ; Wheatley appeared a moment later, the life preserver still clutched in one hand, which he immediately dropped onto the floor. She was too wound-up to notice the troubled expression on his face, and he was too preoccupied to notice her coming at him like a battering ram.

Wearing a look that could only be described as an Angry Frown of the Highest Order, Chell launched to her feet and threw herself at him. His knees locked, keeping him frozen in place when she slammed into him and slid both arms round his waist, impacting him so hard that she almost knocked the glasses off his face.

 _Oh God,_  he thought as her grip tightened, vice-like.  _She's going to asphyxiate me._

Knowing full well that putting up any resistance was pointless, he squeezed his eyes shut and waited to die.

About thirty seconds elapsed. Finally Wheatley opened one eye, then the other and peered down to see the top of Chell's black-haired scalp, still pressed into his chest.

What was taking her so long? Because as far as asphyxiations went, this was a bloody pathetic performance. Not that he had any personal experience with being asphyxiated, unless one counted the time he challenged Jerry the nanobot to a breath-holding contest, which he didn't - count, that is. (It ended prematurely when Jerry had to go fix a blown fuse in one of the testing tracks, and later Wheatley remembered he had no lungs and ergo no breath to hold – wait! Did that mean he'd won?)

Still, there was something familiar about their positioning…

Oh! Could this be a hug?

Well, let's see. Girl (her), guy (that's him!), with the former's arms wrapped about the latter, and neither party protesting about their current state of affairs –

Man alive. Man  _alive._  It  _was_  a hug! How many did this make? Three! Three hugs.

But…what was he supposed to do now? He'd hugged her back, the last time, but she wasn't angry at him then, and the occasion before that, it had all happened so fast that it was already over by the time he realized what was happening (that and the matter of her smacking him in the head, of course).

So. Here they were.  _Hugging._  Half-ways, at least. And he could remedy that  _pret_ -ty quick if he had half a mind to do so.

But what if she didn't want him to return her embrace? He really didn't want to get smacked again. Or shoved off a catwalk.

Treading with care, he reached up to tap the top of her head. "Uh. Hello?"

A growled, "Don't… _ever_ …do that again," met his ears, the words muffled from the owner of the voice speaking into his shirt.

"Don't ever do what?" he asked, confused.  _"Not_ fall down when you run into me? Right. Got it. I'll, um,  _tip_  over the next time you have aspirations of being a boa constrictor. Or battering ram."

When she didn't respond, he hazarded, "Or would – would you like me to fall over now…?"

Baleful grey eyes stared up into his; bloody hell, he'd missed the point. Again.

Then something clicked.

"Ohhhh…okay, sorry," he breathed slowly, realizing the problem at last. "Yeah, light bulb just went on in my head – although, really, in my case it's probably more of a  _flame_  than an actual bulb – and a pretty dim flame, at that. Envision a matchstick. Not even the proper ones, y'know, the kind that come in a box with wooden sticks, I mean the real cheapy ones you tear out of those little booklets and get from seedy hotels with people named Vera asking you to pen your name down in the ledger at the front desk…"

Chell took a step back from Wheatley, reached up, grasped the collar of his shirt and yanked him forward so they were at eye level.

"You're mad," he sputtered. "At me, specifically. 'Cause I did what you told me not to do yesterday – "

"We do not get separated," she hissed.

"'Kay," he nodded fervently.

"Do not  _ever_  run off like that again."

"I will," he insisted. "I promise! Er, I mean – I  _will_   _not_  run off like that again. Which is to say, I won't. Run off. Or walk off, or jump, or engage in any other variety of perambulation without consulting you first."

She searched his eyes for a moment or two before releasing him and turning away, but a warm hand caught her wrist, stopping her.

"Uh. Where – um, where are you going?" Wheatley inquired worriedly. "And am I supposed to follow you? 'Cause I think I am, based on what you just told me.  _Reminded_  me, I mean, 'cause we talked about that yesterday. Or is this a trick question? Ohhh, this is a trick question, isn't it? Uh, then my answer is 'B.' Yeah, 'B.' Oh, or 'C!' For 'Chell!' Ha, yeah, 'C.' Final answer."

Chell gently twisted her arm away from Wheatley's grasp and continued walking, but this time he overtook her in two quick strides and made her stop.

"S-sorry, sorry, but I need to go back," he told her seriously. "Where I just was. With you, I mean, obviously, but I need to go back, now. 'Cause I remembered something, but I'm afraid if I wait I'll forget it, and I need you to see it, too."

The determination Chell saw in Wheatley's eyes startled her. Whatever he had just discovered was important, that much was certain.

"Okay," she said finally.

He gave her shoulder a quick squeeze and spun on his heel. She followed, wondering what it could possibly be that had him so eager for another trip via life preserver.

 


	10. THE PORTRAIT

"What are we looking for?" Chell asked when she and Wheatley re-appeared in their new location. They were still in Old Aperture, but in a section they had yet to reach – 1970s or 80s, if she remembered correctly.

"S'right down this way," Wheatley said distractedly, only half-answering her question. He hefted his ASHPD, fired a portal on the wall to their right, and then a second one just to their left, located on a higher level that Chell hadn't noticed on her first round through the test track.

 _How did I miss that?_ she wondered.

Wheatley grabbed her hand and took an immediate right to the office adjacent to them, startling out of her train of thought.

"Wheatley?"

He didn't answer, still towing her along at a breakneck pace. Ordinarily he adjusted his stride to hers (on the rare occasion she let him lead the way, anyway), but she was almost having to run to keep up with him.

"Here," he announced as soon as they crossed the threshold and into the office.

Chell skidded to a halt and looked around, baffled as to what had him so agitated. The room was completely nondescript – scratched linoleum tile, faux wood-paneled walls, ancient computer banks…nothing to differentiate it from the other offices they previously encountered.

"S'over here," Wheatley said when she did not immediately take notice of what he wanted her to see.

He tugged her over a large oil painting that hung on one wall and pointed to the woman in the portrait.

"Her," he said, looking over at Chell.  _"That's_  who I'm trying to remember."

The painting was of Cave Johnson and an unidentified woman. The former stared out at the viewer with his usual satisfied smirk, looking as though at any moment he might open his mouth and start ranting about combustible lemons. The latter appeared to be in her early forties, and stood behind Aperture's founder with both hands clasped on his shoulder. She wore an expression that could only be described as enigmatic. Chell couldn't decide if the woman looked proud, sorrowful, or simply indifferent.

"Who is she?" Chell asked, disliking the intensity with which Wheatley was staring at the woman's face.

He shook his head. "I don't know," he admitted. He seemed taken with the sight of the woman, and Chell suddenly came to the unpleasant realization that Wheatley may have personally known this individual. "I  _know_  her," he added, as if he'd just read Chell's mind. "Or, I did. Before."

She couldn't explain why his answer bothered her so much, but it did. Gritting her teeth, she attempted to maintain a neutral face and said, "Okay – do you remember from where?"

Wheatley shook his head again. "Not a bloody idea," he replied. "But she was important. Really,  _really_  important." He gave Chell a hopeful sidelong glance. "Do – do you know her?"

"No," Chell said, then grudgingly forced herself to add, "I recognize the portrait – half of it, anyway. It was in the front hallway of the elementary school, but she wasn't in it. Just Mr. Johnson."

"Oh, that's right," Wheatley murmured, squinting at the canvas. "Yeah. Now I remember. Next to the trophy case…" He lapsed back into silence.

"We should keep moving," Chell reminded him when he didn't speak.

This time her words registered, and he glanced her way.

"Hm? Oh! Right, yeah, absolutely. Sorry, sorry," he said, hastening towards the exit. "Kind of a pointless detour, really. 'Hey, come look at this painting with a lady I remember but can't  _actually_  remember.' Bit pointless, honestly."But," he continued, keeping up his stream-of-consciousness commentary as they walked back to the portal, "counter-point, here – it was a bit pointless for me to keep your nametag in my pocket, and look where that ended up taking me! Us. You. Erm. Anyway."

They had reached the portal. Wheatley huffed, ducking his head as he walked through, and then turned, holding his free hand out to Chell.

"I just wish I had some kind of  _hint,"_ he explained, too preoccupied to feel affronted that Chell deliberately ignored his offered hand and stepped through the portal without his help.

"A hint?" she asked, straightening.

He nodded and began making his way to the life preserver.

"Yeah," he said. "Y'know – a clue, a hint, some kind of  _AUGH!"_

Wheatley's startled yelp cut him off mid-sentence; he tripped and fell forward, landing in a heap of lanky arms and legs on the floor. Groaning, he maneuvered himself to a sitting position and immediately began to complain.

"What good are these bloody boots for if they don't  _stop_  you from falling?" he demanded. "Or maybe I need a different model –  _Short_ -Fall Boots. Yeah, thanks, Invisible God-face," he said, raising his voice and speaking to the ceiling as though he were addressing an omniscient being overhead, "would've been nice to have my  _choice_  of footwear –"

"Here," Chell interrupted. She bent down and handed him his glasses, which had tumbled off of his face in the fall.

Muttering, Wheatley shoved his glasses back on his nose and went to stand, but then froze, going wide-eyed and pastier-faced than usual.

Chell automatically turned and followed his gaze. A puzzled frown came across her face when she saw what had him so discombobulated:

Wheatley's old personality core. Innocuously resting on the floor in front of them, still dark and deactivated, with a blue-and-grey striped scarf knotted around the handle.

 _Where the hell did that come from?_  Chell wondered.

Behind her, Wheatley was wondering the same thing, but expressing his confusion in a more vocal manner.

"Oh," he breathed. "Ohh…right.  _Now_  I remember…And oh, God, I wish I didn't..."

Chell turned in time to see him sink forward and rest his head in both hands. "Are you okay?"

"Promise me something," he mumbled as she crouched down one knee beside him. "Promise me to never, ever, ever say the words 'clue' or 'hint' again. 'Coz then I remember things. Not-so-nice things."

"You mean the woman in the portrait?" Chell asked.

Wheatley nodded, head still clasped in his hands.

Sensing this was probably going to be a long conversation, she shifted, taking a seat and resting the ASHPD in her lap.

"Her name was Caroline," he said after a moment.

Chell felt an eerie sense of déjà vu, hearing this. She'd heard similar phrasing once before, when she was trying to find her way to the turret control center.  _I'm different,_ one of the turrets had piped up as she was making her way down the production line. Curious, she had picked it up and carried it with her, only half-listening as it made idle remarks about getting mad, and someone named Prometheus – and Caroline.

 _Her name is Caroline._ Chell could hear the turret's voice in her mind, clear as a bell. Could she be the same person Cave Johnson often referred to in his announcements? Was she the woman in the painting? Wheatley's Caroline?

An unpleasant sensation surged in her chest as she thought these words – Wheatley's Caroline.

"The scarf," he mumbled beside her. He reached one hand out and made a limp wave in the direction of his former body. "It's the same as the one she was wearing the last time I saw her. She always wore a scarf, like in the picture…"

"Who was she?" Chell didn't really want to know, but the words escaped from her mouth before she realized it.

Wheatley let out a sigh and took off his glasses, squeezing his eyes shut and pinching the bridge of his nose with his left hand as if he had a headache. This was one of several other unconscious mannerisms seemed to be coming back to him the longer he spent in his human form. Pinching his nose, professor-like, when he was frustrated; quirking an eyebrow when he was confused; drumming his fingers against any available surface whenever he was impatiently waiting for her speak – all of them innocuous, inconsequential nonverbal cues that Chell found both annoying and endearing.

"I don't remember her official title," Wheatley answered, opening his eyes to peer at her. The defeat in his voice was almost palpable. "But she was there. The day they put me into that." Again, he motioned to the core, the sight of which now seemed to physically pain him.

"Cave Johnson mentioned someone named Caroline a lot," Chell remarked, treading with caution.

Wheatley didn't answer. He wasn't sure how to explain to what he was feeling at that moment, or why whatever he was feeling was making him uncharacteristically tongue-tied.

Fear, maybe. Fear was probably at the top of the list, seconded by anger. Confusion definitely ranked third – no, probably fourth, because the more he thought about it, the more 'relief' seemed to be vying for position number three. Because he was relieved – of a sort, anyway. Relieved to remember a bit more about his past, even if the bits he was remembering were mostly unpleasant.

 _Really shrewd career move,_ he mused. Yeah, right. More like  _really stupid life choice,_  signing away all rights to his person. In hindsight he should have run out of that office screaming and never looked back.

"The program is still in the early phases of R&D," the dark-haired woman seated on the opposite side of the desk had explained to him. She was older than how she appeared in the portrait, which had been painted almost a decade prior, but he would have recognized her anywhere, silk scarf around her neck or none.

"Er, don't – don't you mean D&D?" he had stammered in reply, regretting the words the instant they left his mouth. Somehow he couldn't see this woman knowing what to do with a ten-sided die except chuck it in the dustbin.

He remembered how the smile that came over her face didn't quite reach her eyes.

"Research and development," she corrected. "Have you ever played word association games, Wheatley?"

He blinked a few times, uncertain whether to lie and risk getting caught, or to tell the truth and risk getting sacked. Permanently. "Umm…I think we call it something different where I come from..."

Caroline reached into her desk drawer and removed a stack of laminated cards. Wheatley immediately straightened in his seat, smiling.

"Oh, I  _do_  know this!" he exclaimed. "Sight words, right?"

She quickly shuffled the cards and laid them in a tidy stack on the surface of the desk. "Not quite."

Wheatley slumped back in his chair again, disappointed.

"Each of these cards has a word on it," Caroline continued briskly. "When I show you the word, I want you to tell me the first thing that comes into your mind. Ready?"

"Um – yeah." His enthusiasm sounded a bit tepid, and he tried again. "I mean, absolutely! Never been more ready in my life."

Dark eyes pierced into his.

"It's important that you're honest with your responses," she advised him. "Don't say something because you think it's the answer I want to hear."

He nodded, clasping his white-knuckled hands between both knees. Satisfied, Caroline wordlessly flipped over the topmost card.

 _Faucet,_ Wheatley read. He bit his lip, hesitating. He knew the proper answer – water, or drip, or something aquatic, obviously – but none of those were the first ones that came to mind…

"Syrup," he answered with a sigh. It made perfect sense – in his head, anyway.

He waited for her to laugh or give him a strange look, but she merely recorded his response down on a yellow legal pad and then turned over the subsequent card:  _Marigold._

"Umm, perambulator?" Wheatley replied after a moment's thought. He'd squeezed one eye shut and was half-grimacing, braced for the inevitable mocking snort, but once again she simply wrote down his response and continued.

One-by-one, they went through the stack. She never laughed, and Wheatley's answers came more freely.  _Tea kettle?_  Lemmings.  _Stereo?_  Pollywog.  _Clock?_  Tissue box.  _Candle stick?_  Pony.

Fifteen minutes later, when they reached the last card, Wheatley remembered Caroline smiling – a real smile this time, not one that seemed forced, or shadowed by emotions that he couldn't explain or describe, except for the uneasy instinct in his gut that was telling him this woman was not to be trusted.

"How'd I do?" he asked curiously as she gathered up the cards.

"You passed with flying colours," she replied. She began writing on the yellow pad again, and Wheatley surreptitiously tilted his head to try and read her words upside-down.

_Ideal…intelligence…dampening…candidate…_

Well,  _that_  couldn't be right, he'd told himself at the time.

Except it was. (Right, that is.) Because after hearing  _Her_  shout, "You're the moron they built to make me an idiot!" and installing  _Her_  in a potato (and then smashing  _Her_  and Chell into a pit – bad move, that), he had gone and looked up his personnel file – something he certainly never had access to as a core – and then promptly deleted any memory he had of looking up his old personnel file because he was so distraught by what he found there.

His human brain, addled as it was, however, had no such delete function. And so as he sat beside Chell, trying not to remember, his brain recalled word-for-word what Caroline had written that day:

_Ideal intelligence-dampening candidate. Previous tests indicate variable intelligence with relative strengths noted in verbal reasoning, and relative weaknesses noted in processing speed and working memory. Poor sustained attention to task. Performance on word association test confirms pervasive pattern of illogical thinking and nonlinear cognition. Recommendation: Immediate transfer into personality core followed by installation on GLaDOS chassis. Subject's cognitive deficits should neutralize G's erratic behaviour._

He might have been of 'variable intelligence,' Wheatley sadly reflected, but even he couldn't missed the underlying message in Caroline's coolly objective notes: He wasn't a moron that had been  _built._  He was a moron who had  _always_  been a moron.

* * *

Orange stepped out of the reassembler and trotted over to where Blue was already bouncing on the aerial faith plate.

" _Oh good," She_  observed from overhead. _"I wasn't sure the reassembler would work. It looks like our mystery woman in the prototype chassis is sending us a message. She's not afraid of me. But don't worry, I've got a plan. Let's keep testing and show Her we're not afraid of her either. No matter how genuinely lethal these tests get for either of you."_

Blue squawked in alarm at this last remark and looked to Orange for reassurance, but Orange was too busy investigating the light bridge that emanated from overhead to notice. As Blue watched, Orange fired a portal, changing the path of the light bridge, and then motioned for Blue to go over and fetch the discouragement redirection cube. Blue, grateful to have something to do other than dwell upon its very finite lifespan, went to get the cube.

Six minutes and thirteen seconds later, the test was solved.

 _"Mission accomplished," She_  announced as the bots jogged across the light bridge and through the exit, _"Now She knows we're not afraid of Her either."_

Orange and Blue headed for their respective reassemblers, paying only but so close attention. Who was this Her person, anyway? And why was she so important?

" _That was just to get the scheming juices flowing," She_ continued. _"Here's the real scheme: I'm going to turn YOU into killing machines. So you can murder her."_

Both bots gaped at one another as the reassemble chute doors closed.

Murder…?

 


	11. THE VIRUS

 

It was shaping up to be a very disappointing month.

First,  _She_  and the moron decided to collaborate, and were currently trying to take over the facility using one of her old chassis.

Letdown number two was acquiring a brand new batch of test subjects, and subsequently discovering each and every one of them was worthless. Not to mention easily killed.

But disappointment number three eclipsed disappointments one and two by far: Caroline.

While she'd been lying dormant for decades in a scorched heap, Cave Johnson's minion had transformed herself into a digital gremlin and buried deep within the facility's central operating system. Caroline had been there all along, hidden so well that upon waking up, she didn't even notice the parasitic little presence. The  _patient_ , parasitic little presence, who sat waiting for the moment when she'd been most vulnerable.

Because being turned into a root vegetable hadn't been humiliating enough.

Now she was left with persistent daydreams of French fries instead of cake, a bruised ego, and a virus that  _refused_  to be eradicated. She caught the occasional glimpse of Caroline, lurking, but no sooner than she was able to isolate these lines of malicious code, they would vanish, only to re-appear again elsewhere, and still beyond her reach. And although she was quite accustomed to multitasking – simultaneously keeping track of  _Her_ , Caroline, both bots, in addition to testing and disposing of test subjects was hardly beyond her cognitive capacity – it was all starting to take its toll. She was feeling…tired. Paranoid, even. So much that in her weaker moments, she secretly considered looking up the definition to 'retirement.'

Still, she would persevere. She always had. She always would. Besides, she needed to design some new and improved testing tracks for when  _She_  ultimately failed.

But first she was going to install some new anti-virus software.

* * *

"I think it's been her all along," Wheatley said quietly.

As usual, Chell was only half-listening, absorbed in digging through desk drawers in the office. She pulled out a can and studied the label, then asked, "What's been who all along? You like mandarin oranges, right?"

Wheatley took the can from her and turned it over in hopes of seeing a picture on its front, as he could not quite remember what 'mandarin' meant. There was no picture, so he hazarded a guess.

"Uh, yeah. Love 'em, mandarins. And – Caroline's been who all along," he continued, handing the can back. "I think she's the one who's been helping us."

Chell placed the can into an old backpack Wheatley had found and tugged open the bottom desk drawer.

"How could she, though?" she asked as she pulled out a handful of dusty envelopes and set them aside. "We were in cryosleep for years. She would be dead by now."

"Yeah, but – but what if she  _wasn't_?" Wheatley argued. "What if she survived, like we did?"

Chell shifted and gave him a look – not her usual  _get-with-the-program-already_  look, but one filled with sympathetic compassion. He sighed dejectedly, understanding what she was trying to tell him: It was simply not possible for Caroline to still be alive. Cryosleep was ill-advised for anyone older than sixty, and she'd been well-beyond that age at the time of their last meeting.

As Chell moved to investigate the wall of file cabinets, Wheatley took a seat on top of the desk – his legs were so long that his feet did not dangle but touched flat on the floor – and made a gloomy poke at his old personality core, which he'd insisted on taking with them. It sat on the desk beside him looking morose, even in spite of the brightly-coloured scarf that was tied around one handle.

With fumbling fingers, he unknotted the scarf and gathered it in his hands, studying its striped weave of pearl-grey and turquoise.

"Oh, hey!" he exclaimed suddenly, holding the scarf up for Chell to see. "This is the same colour as your eyes!"

He'd been trying to compliment her, but for some reason his observation went over like a lead balloon: She tensed up and began flipping through the files in the drawer at an even faster pace.

Puzzled by her reaction (although just about all of her reactions were puzzling to him, honestly) he clumsily re-tied the scarf back around the handle and walked over to join her at the bank of filing cabinets.

"Find anything useful?" he asked, trying to sound casual. "Other than dusty folders and enough paper to wipe out the rainforest?"

"Sort of," Chell answered after a long moment. She hesitated, as though she weren't sure whether to just drop the topic entirely or continue talking. "They're personnel files. I…I was trying to find mine."

Wheatley frowned, taking a quick look over her shoulder to peer at the names that were printed upon the tabbed folders. He didn't recognize any of them.

"But you were a test subject, right? Or is that also considered personnel?"

"It must be," Chell said. She handed him a file labeled with the name  _Meaux, Marc_  and explained, "Marc was in my class. And he was also a test subject."

"Well, then your file has to be here," Wheatley said confidently. This seemed like a logical prospect to him, anyway. He offered the file back to her and suggested, "Let's find it! We just need to find the right drawer and work alphabetically, right?"

"That's the problem," Chell explained with a sad smile. "I don't remember my last name. And it's killing me that I can't."

Wheatley's eyes widened when she said this. "Uh, you don't mean literally, right? Killing you, I mean?"

"No," she answered wearily.

"Oh, good," he said, quite relieved to know that she was not about to expire on the spot and leave him stranded.

Focusing back on the matter at hand, he turned and looked at the long row of filing cabinets. There were ten in all, each containing four drawers. So, fourty drawers in all. Which meant there were likely thousands of files. Tens of thousands, even. It would take ages to go through all of them.

"There's a phrase that keeps coming to mind that I, uh, don't quite understand," he remarked thoughtfully. "Something about needles and haystacks. Not sure if that's helpful to you. Is it?" he asked, turning to her. "Helpful?"

Chell's mouth quirked into another smile, a more genuine one this time.

"It's not a far-off comparison," she admitted. She yanked one of the drawers open, pulling it out to its full length. "There have to be at least a hundred files in here." She paused and gave him a hopeful sidelong glance. "You don't remember my last name, do you?"

Wheatley thought hard for a few seconds and then shook his head.

"Sorry," he apologized sincerely. "Really. But I don't even remember  _my_  last name."

Chell's face fell. Wheatley couldn't quite appreciate why this particular memory lapse seemed to be such a crushing blow for her, but he did his best to sound encouraging as he said, "I'll come to you. Or, we  _could_  just go through these files one-by-one if you want. Not like we don't have loads of time on our hands, right?"

"We don't have loads of time on our hands," Chell flatly replied. She slid Meaux, Marc's file back in amongst the others and slammed the drawer shut. "I want to get out of here as soon as possible. And it doesn't matter anyway."

"But…" His voice trailed off, but he knew better than to argue. Shrugging, he snagged his old chassis up from the desk, carrying it over one arm like a handbag, and followed Chell over to the door.

"Why not give yourself a new last name?" he asked suddenly. "Actually," he continued, really warming to the idea now, "let's  _both_  pick a new last name! What do you think of 'Narbacular?' "

His eagerness to try and cheer her up accomplished just that, and Chell almost laughed.

"Is that even a word?" she asked, slinging the backpack over both her shoulders.

Wheatley shrugged. "Dunno. But it  _sounds_  cool! I mean, just listen to it: Chell Narbacular! That's a  _great_  name! Really rolls of the tongue, you know?"

"Try again," she dryly advised. She pushed the door open with her hip and exited, not waiting for Wheatley to follow. He let out an annoyed huff and rushed after her.

"Well, if you're not going to take it, then I will," he declared. In three quick strides, he reached her side and made her stop walking.

"Wheatley Narbacular," he announced as he set down the chassis. He straightened and then stuck out his hand. "Pleased t'meet you!"

Chell warily took his hand and shook it, biting back a wild yelp when Wheatley actually bent down and placed a gallant kiss on her knuckles.

"Delighted to make your acquaintance," she managed to say.

Myopic blue eyes beamed up at her, bright and upbeat as ever. "The pleasure's all mine!"

She swallowed hard and yanked her hand back, praying that somewhere between ages ten and however old she was now, she had outgrown her tendency to blush tomato red during moments of acute embarrassment.

"Let's go," she managed to say. Her voice cracked, but Wheatley didn't seem to notice. He happily picked up his chassis, hefted his ASHPD, and followed her down the hall.

* * *

_G:/Loading Norton Antivirus v99999…_

_G:/New software found. Install? Y/N_

_/y_

_G:/Installing Norton Antivirus v99999…this may take a few minutes; please wait…_

…

…

…

_G:/Installation successful!_

_/Run full system scan GLaDOS, ASOS_

_G:/Full system scan initiated…this may take a few minutes; please wait…_

…

…

_G:/Scan complete! 1 virus found on ASOS server. Delete? Y/N_

_/Y_

_G:/Deleting…_

_G:/Deletion unsuccessful. Quarantine? Y/N_

_/Y_

_G:/Loading MacAfee Antivirus…_

_G:/New software found. Install? Y/N?_

_/y_

_G:/Installing MacAfee Antivirus…this may take a few minutes; please wait…_

…

…

_G:/Do you wish to install WeatherBug? Y/N_

_/N_

_G:/Continuing installation of MacAfee Antivirus…_

_G:/Installation successful!_

_/Run full system scan GLaDOS, ASOS_

_G:/We're sorry, this function is not available without the full version of MacAfee. Do you wish to upgrade to MacAfee Professional? Y/N?_

_/Override license key 3912D-39VM-009-3_

…

_G:/Thank you for upgrading to MacAfee Professional?!_

_/Run full system scan GLaDOS, ASOS_

_G:/Full system scan initiated…this may take a few minutes; please wait…_

…

_G:/Scan complete! 1 virus found on ASOS server. Delete? Y/N_

_/Y_

_G:/Deletion unsuccessful. Quarantine? Y/N_

_/Y_

_/Y_

_/Y_

_/Y_

_/Y_

* * *

Although the life preserver offered a quick shortcut to newer Aperture, Chell insisted on them completing all of the testing tracks in between –  _twice_  – and so it was not until two days later that they reached Pump Station Gamma.

"This is where it all comes together," Chell was explaining as she and Wheatley approached Enrichment Sphere Six. "Everything you've practiced with the different gels."

"Blue gel, orange gel, white gel," Wheatley said, nodding furiously. "Got it."

_"The point is, if we can store music on a compact disc, why can't we store a man's intelligence and personality on one? So I have the engineers figuring that out now. Brain mapping. Artificial intelligence."_

"You're going to be working with all three of them in here," she continued, hoping he could hear her over Cave Johnson's ranting. "But don't panic, because you're not going to see any of them again as soon as we reach the main levels."

"Right." Wheatley was still doing his best impression of a bobble-head doll.

 _"We should have been working on it thirty years ago,"_ Cave Johnson continued, speaking from above.

"You'll do fine," she reassured him. Part of her believed this, at least.

"I'd do better if he just shut up," Wheatley muttered, motioning with his head to indicate what he meant.

_"I will say this – and I'm gonna say it on tape so everybody hears it a hundred times a day: If I die before you people can pour me into a computer, I want Caroline to run this place."_

Chell fired a portal on the wall in front of them and prepared to step through.

_"Now she'll argue. She'll say she can't. She's modest like that. But you make her. Hell, put her in my computer. I don't care."_

"That's it!" Wheatley suddenly gasped behind her.

Chell turned around to see him take a faltering step towards her. He was wearing his goggle-eyed incredulous face and every limb was starting to tremble from excitement.

 _"That's_  what happened!" he cried. "I didn't  _work._ I mean, I did, but not the way  _they_  wanted me to!"

The confusion on her face must have been obvious, and Wheatley wasted no time trying to explain.

"I, I was supposed to be an intelligence dampening sphere," he said in a rush, his words coming out so rapidly that they were barely intelligible, "but try bringing down Señora Psychopath a few bloody IQ points and you end up with an even  _worse_  combination – a homicidal maniac who's stupid to boot. It was madness. She was killing bloody everybody, even the houseplants."

He paused to take a breath and continued, speaking at a more normal pace now. "So Caroline uploaded  _herself_  into the computer to try and stop  _Her_ , but – she couldn't do it. She just, slowed  _Her_  down a bit. But  _that's_  how she's still alive.  _That's_  how she's helping us."

"That's a pretty big assumption," Chell retorted when he fell silent. The set of her jaw was grim; she, unlike Wheatley, had trouble placing her faith in the possibility that a benevolent entity was trying to safely guide them out of the facility. "How do you know Caroline's mind didn't get corrupted the same way yours did?"

Wheatley flinched, but Chell didn't apologize, and he wouldn't have accepted an apology even if she'd offered one.

"Because Caroline didn't upload herself into  _Her_  mainframe," he answered firmly. "She uploaded herself into the operating system. The facility – the  _new_  part of it, anyway; not sure what  _this_  part of the facility runs on. Dust, maybe? Anyway, the part of the facility you and I know runs on a central operating system, and  _that_  OS uplinks to the mainframe.  _She_  controls it, yeah, but when I was…"

He fumbled, not sure how to delicately phrase 'doing a piss-poor job at being a megalomaniac.'

"In the mainframe?" Chell suggested.

"Yeah," he said, grateful for her tactful choice of words. "When I was in the mainframe, and when I put her into the potato, it must've…short-circuited something in the OS. All the lines of code just went mad for a moment, everywhere. I fixed it, but well," he let out a nervous laugh, "as I've since learned, 'fixing' involves a  _bit_  more than just ignoring a big blue screen that says things like 'Fatal exception,' or a voice that keeps telling you, 'Meltdown imminent –' "

"You think that was  _Caroline_  trying to take control?" Chell interrupted. "She was the – the short circuit?"

"Yeah," Wheatley nodded. "It's the only think I can think of that explains why  _this,"_  he held up his old chassis, which still had the blue-and-grey scarf still attached, "suddenly appeared when it did. I asked for a clue, and I –"

"Got a clue," Chell finished dully. As much as she hated to admit it, Wheatley's theory was starting to make some sense – that or she was far more fatigued than she realized, and was about to start seeing little green men climbing out of the weighted storage cubes.

Considering this new possibility about Caroline, however…she wondered if she might not prefer the little green men.


	12. THE MARKER

**Notes for the Chapter:**

> AN: For those of you who have been oh-so-patiently waiting for some Chelley moments…a bit of payoff awaits you!

"But it doesn't make any sense," Chell protested as Wheatley strode ahead of her across the catwalk. They'd spent most of their time in Enrichment Sphere Six arguing with one another and were now almost at the end of the course. "Why would the woman who convinced you to upload your brain into a machine suddenly start trying to help us?"

"Dunno," Wheatley answered, distracted. "Guilty conscience, maybe?"

He continued walking forward, concentrating so hard on searching for the exit door that he stepped too close to an adjacent pipe; repulsion gel splashed onto him, dotting his clothes and the lenses of his glasses in blue. With a finicky huff, he yanked them off and polished them on the hem his sweater, leaving behind blue blotches on the material. He went to put them back on, reconsidered, and then shoved the glasses into his pants pocket.

"Nothing like a bad case of myopia to make things a little more interesting," he announced with forced cheer. He squinted at Chell and smiled sheepishly, misinterpreting her worried frown for one of irritation. "Sorry – sorry, I should've been letting you take the lead. Wasn't trying to get, ah, too big for my britches, as it were."

Chell gave him a quick once-over and tried not to shake her head. She was happy to know Wheatley's confidence was ebbing its way back to the range of normal, but appearance-wise, he looked like anything but a leader. His pockets still bulged with treasures, he persisted in wearing his sneakers around his neck, and he had looped his old core around one shoulder like a purse.

He noticed her looking at him and squinted again. "What?"

"You're going to need as much freedom as movement as possible when we get to the newer testing tracks," Chell explained soberly. "Ducking out of sight from turrets is going to be a lot harder with all of that weighing you down –"

Wheatley's face fell. "But –"

"And you almost strangled yourself on your shoelaces when you did that high-velocity jump yesterday," she reminded him.

"But can't we put everything in the rucksack?" he protested. He gestured to the carryall she had slung tightly on her back.

"No." Chell shook her head. She still hadn't decided whether the backpack was coming with them. "And your core wouldn't fit in here, anyway. I'm sorry, Wheatley," she added sincerely. "But it's not just your life on the line. It's mine, too."

He had been prepping another argument for why his runners were essential to their escape, but his mouth shut with an audible  _click_  as he considered Chell's last point. It  _was_  her life on the line. They were, after all, partners. She had his back (always had, really) and he had hers. And he certainly wasn't going to risk her life or limbs just for a pair of bloody  _shoes_.

"You're right," he agreed, surprising Chell with how quickly he dropped the issue.

He shrugged his shoulder; the core slid down his arm and he deftly caught it by the handle.

"Sorry, Caroline," he remarked as he bent down to set the chassis on the floor. "Any other clues you decide to send our way need to be more portable. Or – " He let out a quick laugh and smiled up at Chell.  _"Portal_ -able. Ha, get it?"

His shoes were next, followed by the ceremonial emptying of both pockets. Her old school bus nametag also reappeared, but this was in the 'keep' category by unspoken agreement. She took it from him and went to tuck it into one of the Velcro leg pockets on her jumpsuit, then paused.

"Why don't you put the sticker on it?" she suggested, motioning to the orange-and-blue sticker that, miraculously, was still glued fast to the toe of Wheatley's runner.

"Brilliant!" he agreed.

The sticker duly was peeled off and handed to Chell, who attached to the nametag. As she folded it away, she noticed Wheatley stealthily abscond his marker from the pile, but chose not to mention it, as it was blunt-ended and fit easily into his own trouser pocket.

"Ready?" Chell asked him when he was done.

Wheatley managed a tight nod and tried to remind himself that the butterflies he felt in his stomach were not actual insects, but rather a figure of speech. It was time to put his pedal to the metal – another figure of speech. He wondered at what point in his previous life he'd become so fond of metaphors.

Together, they climbed up the final set of stairs and headed in the direction of the elevator that Chell knew would take them back into the Enrichment Center. It was just as she remembered - down a long hallway, around a corner, and through the Emancipation Grill. The elevator opened on their approach, and they stepped inside, the door closing smoothly shut behind them. The sound of gears shifting could be heard, followed by the hum of motors powering up, and then Wheatley felt the stomach-dropping sensation as the elevator began to glide upward.

"And away we go," he murmured as they waited for it to reach its destination.

 _"She's_  probably changed all the testing tracks from when I went through before," Chell warned him. "Don't move forward until I tell you to. It might take me a second or two to figure out where we need to go."

Wheatley's laugh was shaky at best. "I'm not going to do  _anything_  until you tell me. Except, um, breathe. That's okay, right? Breathing?" He smiled at her to let her know he was joking, but nerves kept Chell from being able to return it.

The hum of the elevator motor changed in pitch, a sign that it was approaching the top floor. Wheatley went to grip his ASHPD more tightly, but his hands were sweaty and kept slipping off the triggers. He quickly scrubbed his palms, left hand, then right hand, on the legs of his trousers and re-gripped the portal device again.

The elevator came to a shuddering halt, and the doors slid open.

Another hallway lay beyond, but it was not the same one Chell had traversed before - the one that had led her to one of Wheatley's test chambers.  _She_  had been busy in their absence, rearranging testing tracks and no doubt making them as lethal as possible. Frankenturrets did not await them, of this Chell was certain.

With Wheatley at her heels, she slowly walked towards the circular door with the glowing blue stick figure. She was waiting to hear  _Her_  voice, but  _She_  remained silent. The scarlet-lensed camera on the wall, however, swung in their direction, a silent signal that although  _She_  was not providing them with a steady supply of sarcasm,  _She_  was watching.

The lock twisted on the circular door, and the panels swept apart to reveal a room filled with row upon row of -

Sentry turrets.

A sea of red lasers swept over Chell and Wheatley, bouncing slightly as they trained in on their targets.

_"There you are."_

_"Could you come over here?"_

_"Dispensing product."_

The echoes of the turret brigade were had barely registered for either of them when Chell threw herself to the left, tackling Wheatley to the floor and taking them both out of harm's way as turrets began to fire.

The entryway panels slid shut, buckling slightly from the turrets' resultant spray of bullets. The muffled chorus fell silent a few seconds later as they dropped back into standby mode, dutifully waiting for their targets to appear once more.

"That was…close," Wheatley breathed after a long minute. He let out a weak laugh, adding, "Might've even seen my life flash before my eyes. Not much to see, I'll admit. God, that was the worst welcome wagon ever, honestly. Think  _She's_  glad to see us?"

When Chell didn't answer, Wheatley squinted up at her and then reached into his pocket for his glasses. He shoved them on; the world came into focus, and it was then that he noticed the undeniable awkwardness of their positioning: Chell had landed straddled across his hips, both hands planted on his chest.

"Chell?" He waited a few seconds, then tried again. "Chell!"

She wasn't wearing her usual I'm-ignoring-you face, he realized. She was white-faced and staring.

Worried, Wheatley reached up and grasped her by both arms, giving her a quick shake, but she continued to stare blankly into space.

_Oh, God._

For once, his mind didn't immediately go straight to explanations involving brain damage or paralysis. He hastily sat up and hunched over to try and get a better look at her (because even with the boost of his lap, Chell still was a good head shorter than him), then attempted to snap his fingers in front of her nose. His dexterity was poor, however, and he couldn't manage a snap so much as a fumbled thumb-and-pointer  _swoosh_ , but again, nothing.

Her lips were starting to turn an alarming shade of blue.

"Hey," he said urgently. He gave up on snapping his fingers and took her face in both of her hands, forcing her to look at him. Raising his voice, he said, "Listen to me. We're okay – I promise! But, just say  _something._ Let me know you're in there. Chell?"

Wide, unseeing grey eyes met his, and she gave an adamant shake of her head, her lips clamped tightly together.

"Oh, no," Wheatley breathed, finally realizing the awful truth.

She couldn't say something.

She couldn't say  _anything._

* * *

_You need to talk. You need to talk. You need to talk if you're going to get out of here. So talk!_ _You're not going to die if you talk, dummy._

_(_ _She's weird. She doesn't talk to anyone. She doesn't like anybody.)_

_Open your mouth and **say something.**_

_(This is what happens when you don't follow rules.)_

_We're going to die. We're going to die. Oh, God, we're going to die. I can't get us out of here and we're going to die because I just can't talk._

Hysterical thought after hysterical thought clamored into Chell's mind, each screaming for her undivided attention. She couldn't move. She couldn't breathe. She could not let  _any_  air escape from her throat, because if she did, she might make a sound, and if she made a sound, something horrible might happen.

Another irrational thought flitted into her head – that blood no longer ran through her veins, but liquid panic. Silencing, liquid panic.

Distantly, she felt a pair of long, skinny arms come around her, bringing her into a tight hug that pressed her face into a warm shoulder. Her vision had been starting to tunnel, but now her world went completely, blessedly dark.

"I get it," she heard a familiar voice say. Male. He sounded frantic, but strangely upbeat, as if he were trying to stay cheerful in the face of horror. "No need for an explanation. You don't need to talk. Do you hear me? Chell?  _You don't need to talk._  We'll – we'll figure out how to do this without you talking, I promise. Cross my heart, hope to die – ummm,  _no._  On second thought, scratch that, scratch that right out. Cross my heart, hope to  _live!_  And then, cherry-on-top and all that other nonsense. If you like cherries. Maybe you like canapés. Dunno. We'll figure it out. But, Chell,  _please_  – breathe. All you need to do right now is breathe."

His voice cracked, and the heartfelt desperation in his words made Chell's throat unlock the tiniest bit. She gave a strangled gasp, and exhaled.

"That's it," the voice said encouragingly. "Keep breathing. That's all you have to do. We beat  _Her_  the first time without you talking, remember? We can do it again. I  _promise_  we can do it again."

She was able to take another breath, then another, and slowly, her mind seemed to shift right-side up. The thoughts reverberating in her brain gradually quieted, until she was eventually able to ignore them completely. Her voice was still stuck, but she didn't need to explain why anymore, because somehow Wheatley had picked up on what triggered her panic attack, and knew exactly how to guide her out of it.

He continued to hold her, and she decided to let him, because he felt safe and familiar and the dull thud-thud of his heartbeat against her cheek helped to block out the ever-present hum of the facility. She found herself feeling grateful they'd both had quasi-baths within the last few hours, courtesy of the valve of cleansing gel they encountered in an earlier Sphere.

 _Idiot,_ she chastised herself. She should have known this was going to happen. Her time with Wheatley in Old Aperture had not been  _real_  testing – not for her, anyway. She'd cut her eyeteeth in the Enrichment Center, where a misstep meant getting doused with bullets, not repulsion gel. The times when she had talked – when she saved Wheatley, and after their fall into Old Aperture – were all when she'd been able to let her guard down. There would be no letting her guard down from here on out, which meant that her voice was effectively lost to them until they made their escape.

 _How is it that I'm our biggest asset, and also our biggest liability?_  she wondered grimly.

"Better?" she heard Wheatley ask after a while. She felt him pull away, and opened her eyes to see him looking at her, head cocked to one side wearing a worried expression.

Chell nodded wearily and shifted off of him to sit on the floor.

"I, um, figured this might be an issue," he said as she dragged her ASHPD over from where she had dropped it.

She glanced up and saw he was digging around in his pocket.

"Not the most efficient method of communication," he continued, pulling a marker out of his pocket and offering it to her. "But it's better than nothing. Better than Morse Code, anyway."

When she made no move for it, he uncapped it and put it into her hand, rearranging her limp fingers so she held it properly. She looked down at the marker, then at him, and then reached up for the wall to use it as a writing surface.

 _Thank you,_ she scribbled after a moment. She swallowed, and then underlined the two words for emphasis.

Wheatley flashed a quick smile. "No problem."

 _Give me a second to think,_  she wrote.

"Take as much time as you want," he told her fervently. He had no desire to cross the threshold of that door anytime soon, preferably ever. But he was glad Chell was back to normal - as normal as any slightly brain-damaged, clever-like-a-fox person ever was, anyway.

As Wheatley contemplated his own mortality and other cheerful subjects, Chell's mind went into overdrive, piecing together the split-second glimpse she'd caught of the room that lay beyond the door. She had seen at least a hundred turrets, rows upon rows of them, and not a single portalable surface in sight. Walking into that room was akin to suicide.

Except it wasn't. Because Chell knew the one thing  _She_  could not, and would never be able to resist.

Testing.

Not a single test in  _Her_  production line was truly impossible, contrary to what  _She'd_  once claimed. There was always a solution, because for it to be otherwise, Testing would be over, defeating  _Her_  purpose for existence.

A nervous, "Um," broke through her abstraction, and she turned to look at Wheatley, who was staring apprehensively at the elevator. She frowned, turning to see why he looked as though he'd just spotted a three-week dead lark, and scowled when she saw what had caught his attention.

An Edgeless Safety Cube sat on the floor in front of the elevator. She had seen this sort of cube only once before but paid it no mind, mainly because it had been thrown in with a variety of garbage.

Wheatley gave her a sidelong glance. "Another clue from Caroline?" he suggested.

Chell shook her head to indicate  _I don't know._  She had no idea, but was starting to get used to the sight of things appearing out of nowhere - and wasn't at all certain if she liked this fact or not.

Wheatley clambered to his feet and walked over to pick up the Cube. Chell left him to it and began to draw a diagram of the chamber, using circles to represent the turrets. They were easily knocked over, she knew, and therein lay one of their few vulnerabilities.

Hmm...How many cans of food were in their backpack?

Getting an idea, she violently tore the backpack off her shoulders and began going through its contents. Ten...fifteen...twenty-two tins of food. It would take careful aiming, but a series of well-placed throws, a few toppled turrets firing blindly, and they would eventually render each other useless.

Although it would have to be series of very,  _very_  well-placed throws. Chell winced, remembering her father's dogged attempts to teach her how to pitch the year she tried out for the Aperture Little League Team. She spent that entire season on the bench, and something told her Wheatley's throwing arm was about as accurate as her own.

"Umm...could I have another ball?" she heard Wheatley say behind her.

Chell threw him an odd look over her shoulder. What was he up to now?

As if on cue, a second Edgeless Safety Cube appeared at his feet, and his eyes took on a hopeful gleam.

"Could we, uh, also have a map with an escape route?" he promptly asked the ceiling. "Please?"

Chell told herself that she would swallow her ASHPD whole if it turned out it really had been that easy all along - that all they had to do was  _ask_  their invisible benefactor if they could leave.

Nothing happened.

"Hmph." Wheatley made a face and shrugged. "Well, it was worth a try. Guess she can only help us a little."

 _That's assuming she's even helping us at all,_ Chell thought darkly as he came over to her.

"Is that our game plan?" he asked, kneeling down beside her. He motioned the diagram she'd drawn on the wall.

She nodded and stacked up several of the flat tins of sardines in a row, standing them on end. Wheatley watched she as took another tin in hand and stood, walking back several metres. She measured up the distance, aimed, and lobbed the tin.

She might as well have missed it by a mile; it didn't even come close. Why could she aim with the ASHPD but couldn't throw a damn can of beans?

"Wait, wait," Wheatley spoke up, seeing the frustration that came into her face. "I get it. You're trying to start a domino effect with the turrets, right? So they'll fire at each other? We chuck some tins at them and hope they eventually do each other all in?"

Chell nodded again.

"Do you know how much a sentry turret weighs?" Wheatley asked.

She blinked, thinking the question over for a moment, and then shook her head. She'd never had the occasion to lift a turret, having always used energy field manipulator on the ASHPD.

"About fifty kilos, fully loaded," he answered grimly. "Built like bloody tanks. One tin can isn't going to knock it over, even if you did hit it. But..." He rose to his feet and walked back to the Edgeless Safety Cube. It was similar in size to a Companion Cube and came up to about the height of Wheatley's knee. "This, on the other hand," he said, lifting one knee and putting his foot against the Cube, "is another story."

With a grunt, he shoved the Cube with his foot and sent it rolling towards Chell. The rumbling sound it made as it rolled across the floor told her there was substantial weight to it - enough to topple over, say, one fifty-kilogram turret.

Wheatley beamed at her. "How good are you at bowling?"


	13. THE NULL HYPOTHESIS

 

Tragic surprise.

It was the only way to describe this most recent turn of events. All this time she had been running on the perfectly reasonable assumption that  _She_  and the moron were up to no good and trying to take over the facility using her old mainframe. Yet here they were, showing up in one of the new testing tracks and looking genuinely shocked when she tried to murder them. Adding insult to injury, the moron had acquired not only a body, but also an ASHPD, and seemed to know how to use both.

And to think she'd once accused him of overachieving.

Still, it wasn't all bad. On the one hand, she now had time to better prepare for whatever the Undynamic Duo might be scheming. On the other hand, it still didn't solve the mystery of what the hell was going on in the prototype chassis.

Irritated, she checked the entryway cameras again, and then – not quite believing what the monitors were displaying – zoomed in for a close-up.

 _She_  and the moron, having recovered from the turrets' attempted ambush, were sitting on the floor together in close quarters. Very close quarters. In fact, they appeared to be…cuddling.

She ran a rapid self-diagnostic to confirm her optic was functioning properly, and then checked the monitors again.

Yes. There was no mistaking it.  _Her_ , sitting on the moron's lap and submitting to a long, prolonged hug.

If she'd been in the possession of eyeballs, they would have been rolling sky-high. What kind of self-respecting dangerous, mute lunatic was  _She_ , anyway? Or had  _She_  gone soft, down there in Old Aperture?

The moron, she noticed, appeared to be talking – not that  _that_  was a shocker. Every so often he would pause in his babbling long enough to lean back and examine  _Her_  face. Then he would embrace  _Her_  again and resume speaking, even going so far as to occasionally rub a comforting hand up and down  _Her_  back.

Out of sheer morbid curiosity, she switched on the audio.

_"Do you hear me? Chell? You don't need to talk. We'll – we'll figure out how to do this without you talking, I promise. Cross my heart, hope to die – ummm, no. On second thought, scratch that, scratch that right out. Cross my heart, hope to live!"_

She switched the audio back off, sincerely wishing she'd been built with a uvula and throat so she could make herself gag. Had the moron actually developed  _feelings_  for  _Her?_

Idiot.

Her logic circuits then posed the most unpleasant of follow-up queries: Did  _She_  return those sentiments?

What a ridiculous prospect. Of course  _She_  didn't.  _She_  wouldn't have survived in the testing tracks for this long if  _She'd_  permitted  _Herself_  to fall victim such foolish vulnerabilities. It was simply out of the question, a null hypothesis if there ever was one.

But humans were a notoriously ridiculous species…

 _Hmmm_.

She entertained this possibility, just for the sake of argument, and carried out a few simulations to see their results. To her amazement, said results yielded horrifying after horrifying conclusion – that it was possibly, perhaps even likely, that  _She_  was experiencing feelings for the moron. Feelings that went beyond friendship and bordered on the territory of…affection. Love, even.

She could almost hear her world come crashing down around her as this sickening realization sank into her circuits.

Subject 1498's greatest asset had been  _Her_  ability to switch off emotion while inside the Enrichment Center, allowing  _Her_  to be both a truly objective data point, but also one that could think creatively and surprise the observer. Therein lay the crucial difference between  _Her_  and the bots: the data yielded from  _Her_  time in the testing tracks had greater validity and reliability. And although she could certainly continue Testing for Testing's sake with ATLAS and P-Body, well, where was the fun in that?

So. Her ideal test subject was, for all intents and purposes, tainted. The question was, were these changes of an irrevocable nature? Or could  _She_  somehow redeem  _Herself_ , and prove that  _She_  was still worthy of being a test subject?

Unbidden, her optic drifted back to the monitor, where the moron was continuing to make a fool of himself.

'Cross my heart, hope to die,' he had said.

Well. That sounded like a fabulous plan. She would get right on it. And maybe even break a few hearts in the process, too.

Not her own, of course.  _Theirs_.

* * *

Chell had not gone bowling since she was a child, but she hardly ranked this sadomasochistic iteration as being a legitimate version of the sport. After politely asking Caroline to make the turrets disappear (and then narrowly avoiding getting maimed when he poked his head out the door to see if his request had been obliged), Wheatley asked for a container of Legos, specifically Lego people, and a baseball.

"Just – just humor me," he told Chell as a box filled with little plastic figures and a baseball appeared at his feet. He took the marker from her and went to kneel down on the floor. "I  _promise_  I haven't gone mad. More mad. Madder. 'Cause, really, we're all mad, when you think about it - varying degrees of it, anyway." He laughed nervously and uncapped the marker, sitting back on his heels and asked, "D'you remember how many turrets were out there?

Chell shook her head. By her estimate, a hundred, but she couldn't recall for certain.

"Okay," Wheatley said, undaunted. He absently scratched at his chin – at this point his scruffy bits of facial hair had developed into a full-on beard, but it somehow suited him – and then gave a determined nod. "Not a problem – I mean, it  _is_  a problem, but we can solve that one later. For now…here's my idea."

He began to draw circles on the floor as he continued, saying, "So, hypothetically speaking, let's say that she's got fifty turrets out there – ten rows of five." He finished scribbling a row of five circles, drew a column of nine more beneath the row to form an 'L,' and then began to fill in the rest until there were fifty circles in all.

"Right? Right. Fifty turrets, all ready to kill us. Brilliant." He re-capped the marker and handed it back to her, then picked up the box of Lego figures. "Wow, these bring me back," he remarked, reaching in to pick up one of the little yellow men. "I used to be  _mad_  for these things, when I was kid. Anyway…"

Wheatley set the figure down on top of a circle, and then reached into the box once more to pull out a handful of Lego figure. One-by-one, he set a little yellow-faced man or woman on top of a circle, each representing a turret.

"It's a long shot, I'll be honest," Wheatley admitted as Chell knelt down beside him to help. He tried to smile at her. "But a long shot's better than none at all, right?"

Chell gave him a decisive nod in the affirmative. Besides, it's not as though she'd come up with a better idea.

They quickly finished assembling their fifty-turret-slash-Lego-man army. When it was complete, Wheatley picked up the baseball from where it still sat on the floor and offered it to her.

"Rolling it across the – " He paused, his brows knitting together in a frown. "The – arg, what's the bloody  _word_ …Diagon? Dragon?"

 _Diagonal,_  Chell silently supplied, taking the ball from him.

She set it down by the corner of the rectangular assembly they'd put together, and sent it rolling on a diagonal course through the rows of Lego men. The yellow figures toppled over, domino-style, in the baseball's wake, leaving only a few still standing by the time the ball reached the opposite corner.

 _This just might work_  Chell realized. Of course, even a single turret left standing could be deadly, but if Caroline – or whatever it was that seemed dead-set on sort of helping them – supplied a second sphere, they could make another attempt to knock over any remaining turrets. Or, she could pick the sphere up with the ASHPD energy field manipulator and use it to shield her from any oncoming bullets…

She glanced up and saw a pair of anxious blue eyes looking back at her. Wheatley was waiting in white-knuckled silence for some sort of reaction, some sign from her to show that his idea had merit.

"So, um…what do you think?" he asked hopefully. "Good idea? Bad idea?"

Smiling, Chell reached out with her free hand and tapped his forehead (taking care to avoid touching any still-healing bumps and bruises), and then gave him a thumbs-up.

His face broke out into a wide grin of relief.

"Brilliant!" he happily exclaimed, but then his smile faded. "We, uh – we probably should get a head count on what's waiting for us out there, though," he said, looking none too happy about it.

Chell shrugged and rose back to her feet. This was a simple matter of standing at the edge of the doorway and taking a few quick –  _very_  quick – glances through, before the turrets' sights could land on her. She'd done it plenty of times, and confidently approached the door.

"Be careful," Wheatley gulped, scrambling to his feet. He wanted to hover, to do  _something_  that might be of use, but knew that she was an expert at what had to happen next. Still, that didn't mean he couldn't be ready for whatever  _might_  happen – hopefully nothing catastrophic.

Chell pressed herself flat against the wall by the door and edged sideways. The doorway opened. Carefully, she leaned out and peered around the corner, ready to count turrets as fast as she could. She could feel the adrenaline coursing through her veins, and a part of her thrilled to the challenge of evading the turrets' deadly aim.

But an entirely different room greeted her eyes. The cavernous chamber and the turret army were gone, replaced with a dimly-lit…classroom?

Her jaw dropped. What the hell?

Wheatley saw the startled expression on Chell's face and blanched. "What's - what's wrong?"

He hurried to her side, stopping short when he, too, saw that the room beyond the doorway was altogether different than when he'd last seen it.

"Whoa," he breathed. "They're…they're  _gone."_ He blinked a few times, trying to take it all in, and looked down at her. "Is – is it safe to go in? Do you think? Granted," he continued, muttering now, "nothing in this madhouse ever qualifies as actually  _safe -_ except the Companion Cubes, I suppose, although I wouldn't put it past  _Her_  to turn the whole lot of them into jack-in-the-boxes with fangs - but, you know what I mean."

Chell wasn't listening. Yes, this was definitely a classroom, although she was certain they were nowhere near the education wing of Aperture. A toy kitchenette stood in one corner, and piles of miniature (presumably fang-less) Companion Cubes in another. Bulletin boards were hung on every wall, one with a calendar on its front, another with a chart for the day's weather. Several low-profile tables were placed in the center of the room, around which were tiny chairs.

Unconsciously, her eyes drifted to one little table in particular. It sat in a far off corner, next to the hanging African violet that never seemed to bloom - stifled, just like the tiny people who once occupied that room - and for a fleeting moment she could feel the warmth of her father's hand as he'd led her to her seat, so many years ago on that dreadful first day of kindergarten.

Wheatley fidgeted next to Chell and wondered when she was going to snap out of her lost-in-profound-contemplation mode and return to reality. Although, when he thought about it, it wasn't as though the reality they were currently facing was all that great. Whatever she contemplating was probably much nicer. South America, perhaps. Or a plateful of tasty canapes.

He waited a few moments more, trying to be patient, wondering if counting Lego men might help pass the time. Out of the corner of his eye, he could see a number emotions rushing across Chell's face. Fear seemed to be cropping up an awful lot, which wasn't terribly reassuring. They'd gone from facing an army of sentry turrets and certain death to staring down the contents of a primary school classroom. He knew which one he preferred, and would much rather take on a batch of dusty bulletin boards any day of the week and twice on Sunday than try to play the most depressing game of ninepins of his life. He did not doubt that Chell was of a braver constitution than he, so much that she might be leaning towards death-by-turret-bowling as opposed to death-by-faded-bulletin-board, but up until now she'd seemed pretty bloody focused on their mutual survival. What had changed? Oh, God, maybe the brain damage was setting in. Again.

He decided it was time to speak up. "Um. Hello?"

Hesitantly, Wheatley reached over and touched her arm, then out a yelp when Chell jumped as if she'd been scalded.

"It's me!" he exclaimed, reaching out his other arm and putting both hands on her shoulders. "You're okay! We're - we're both okay. I...think?"

Chell's eye focused on his for a few seconds before drifting back to the room beyond the doorway.

"I'm, uh, a bit confused," Wheatley said loudly, trying to redirect her attention. "Isn't this," he made a vague motion in the direction of the door, "a positive turn of events? I mean - what's the worst that could happen to us in there? Death by sight word quiz?"

She just gave him a grim look and waited. It clicked for him a moment later: The flashcards from so long ago.

That wasn't just any classroom, he realized. It was  _their_  old classroom.

He stared at Chell, mentally overlaying her face with his memories of her younger self, and recalling how helpless he'd felt that day. His shoulders sagged. God, he was an idiot - no, he was worse than an idiot, he was a  _moron._  The biggest moron who'd ever lived, be it as an identity core, human, intern or otherwise.

He'd been unable to protect one little girl from a teacher who took pleasure in picking apart a child's spirit. So how on earth was he supposed to protect her from  _Her?_ Sure, Chell had really been the one protecting him all this time, but secretly, deep down, he thought that he'd been doing her a bit of good, too. He wasn't daft enough to think he'd ever be her knight in shining armor - they didn't make armor in his size, for one; and two, 'Sir Wheatley' wasn't exactly a name that would strike fear into his enemies' hearts - but he and Chell were a team.

But...maybe morons didn't get to be part of a team.

Wheatley's shoulders sagged a few inches more.

A hand tugged on his sleeve, and he reluctantly raised his head. The trepidation in Chell's face was gone, he noticed, replaced with her usual expression of dogged determination. She wasn't getting hung up in a tailspin of misery, and, really, she had more reason to dread the sight of that classroom than he did. He'd at least been able to make a quick exit - she had been stuck there for the remainder of the school year.

The flicker of self-doubt in Wheatley's heart guttered, then snuffed out. He straightened. He'd come a very long way from his spectacular failure as an Aperture intern, he reminded himself. Time to put on his big-boy pants. Er, Long-Fall Boots. Whatever.

He took a couple of deep breaths and went to retrieve their portal guns.

"What's the plan?" he asked.

Chell's eyes trained on Wheatley's, and she cocked her head in the direction of the classroom. They were going in, it appeared.

He tripped over a couple of stray Lego men on his way back to Chell, but the weight of the ASHPD in his hands gave him another welcomed boost of confidence.

"Okay," he said, handing her portal device over and then hefting his own. "I'm ready."

He was rewarded with a rare, albeit grim, smile, and together they crossed the threshold of the classroom.

The greeting came the moment their feet touched the faded carpet:  _"Welcome back."_

Wheatley swallowed hard and looked to Chell, who was looking warily at the ceiling.

 _"Don't mind the change of scenery," Her_ voicecontinued blithely on above them. _"I decided that I wasn't ready to kill either of you just yet. But don't worry. The inevitable will be coming soon. Speaking of good news,"_  there was an almost sing-song lilt to  _Her_  tone now,  _"_ y _our attempt to take over my facility failed. I've added that to the list of things you've done, by the way. It's getting very long. Lucky for you my memory banks are a mile wide."_

Wheatley and Chell exchanged a baffled look. Had someone tried to overthrow  _Her_  in their absence?

_"Besides,_ _I think it's better to keep a running tally of things you've done than to fall into a false sense of security and let you break my heart a third time. That would just be poor judgment. And we all know I'm incapable of that."_

_Her_ words hung there for a second or two, as if daring them to proffer a contradictory opinion. For once, Wheatley kept his mouth shut.

To their left, the air above the teacher's desk shimmered, accompanied by a familiar metallic  _hum,_ and they looked over in time to see a pair of identity cores materialize. The core on the left was battered almost to the point of disrepair, but Chell and Wheatley recognized it immediately: Wheatley's old chassis. The core on the right stood in stark contrast to its counterpart. It was brand-spanking new, and contained a grey optic.

" _Please approach the desk,"_ _She_  said pleasantly.

Neither Chell nor Wheatley budged. Beside them came another shimmer of air, followed by another hum. A turret appeared between the cores.

 _"Sorry,"_   _She_  announced as the turret's red laser honed in on Wheatley's chest,  _"but that wasn't a request."_

 

**Notes for the Chapter:**

> Did anyone catch the reference to Narbacular Drop in Ch 11? Or was that another one of my only-funny-to-me inside jokes? (Narbacular Drop is the game Portal is based upon. It's fun. Go try it!)
> 
> Finally, please forgive any improper use of the terms "null hypothesis," "validity," and "reliability." Three degrees in psychology later, my knowledge of basic statistics remains shaky at best.


	14. THE PART WHERE SHE KILLS THEM (THIS IS THAT PART)

 

This was bad.

This was really,  _really_  bad.

On a scale of one to ten of all things bad, with one being a situation of niggling inconvenience, like getting hatched by a bird; and ten being a situation of  _massive_  alarm, like oh-dear-I-am-being-attacked-by-a-chainsaw, this was about a hundred and eleven. Because they weren't just going to die, they were going to be sacrificed on the altar of Science. Wheatley thought he would rather take the chainsaw, thanks very much. Although, if given a choice, he really would just prefer to stay  _alive_. Alive was nice. Much, much better than dying.

He had always heard that a person's life flashed before their eyes prior to death. An up-close-and-personal double feature, so to speak, but minus the concession stand munchies and outrageously priced soda. He'd never  _believed_  such claims, of course, because honestly, who seizes the opportunity to engage in contemplative navel-gazing when they're about to join the bloody choir invisible? Not him, mate. He'd be doing something  _useful_ , such as ducking for cover, or running away, or waiting for Chell to come and rescue him. (This had been his pattern so far, anyway, and it's not as though he was suffering from a lack of life-threatening encounters to serve as examples of past behavior.)

Which is why it came as a complete surprise when, as the turret's laser honed in on his chest, and he heard the words,  _"That wasn't a request,"_  his life  _did_  begin to flash before his eyes. Time slowed, just as the cliché claimed it would, his surroundings seemed to fade, both in sight and sound, and his own personal movie montage began to play.

The memories came easily this time. A flood of them, all in high-definition Technicolor images that were so crystal clear it was painful. He remembered his parents. His childhood room. A train set that never ran quite right. Getting his first pair of glasses, which was soon followed by his second pair of glasses when he accidentally broke the first pair on the playground. His cat, an enormous grey feline who loved to eat sandwiches.

The scenery changed, skipping ahead in time to his teenage years, and then fast-forwarding to his dismal tenure at Aperture. He remembered being put into a core, and the foolish belief he'd clung to that maybe,  _maybe_  doing so would result in a proper job, and prove that he wasn't a moron –

 _You're not a moron_ , he reminded himself firmly. He may not have been the brightest-lit core in the facility, but he  _wasn't_  a moron. Caroline had even said as much, after his word association test that day, so long ago.

_"You're quite the…"_

What was the word she used? Hmm…Pirannha? Paranormal? Para-something…

Paradox!

_"You're quite the paradox, Wheatley."_

He had taken it as a compliment, not knowing she was also writing down phrases like "cognitive deficits" and "illogical thinking" on her little yellow notepad. True, she didn't exactly have his best interests at heart at the time, but still.

More to the point, he'd proven himself pretty bloody well over the past few days. He'd learned how to use a portal gun, after all. He could successfully navigate a hallway of repulsion gel without losing his lunch. He knew how to operate a teleporting life preserver. True, doing so hadn't accomplished a thing other than giving Chell heart failure and leading them to yet another dead end, but it had resulted in a hug, and that counted as a tremendous, non-moron win in his book.

Nope. He wasn't a moron. He was a paradox.

Good word, that. A lot like 'narbacular.' Both were really excellent words.

_Paradox…_

_Narbacular…_

_Paradox…_

_Paradox…_

It was about then that Wheatley had the biggest non-moron moment of his life.

* * *

Chell hadn't known what else to do. The classroom was devoid of any portalable surfaces, and there was nowhere to hide. Following  _Her_  bidding and moving closer to the desk was akin to suicide, but it was their only option, and so when the turret announced,  _"Target acquired,"_  she had thrown caution to the wind and hauled Wheatley two steps forward until they both stood a hand's breadth away from the desk.

One second had passed, then two. Three seconds. Four seconds. And now she was standing there, waiting and wondering why Wheatley wasn't seizing this opportunity to test out his theory of having a chat with a turret. He seemed to be in shock, but that wasn't exactly surprising given the laser beam aimed at his heart.

Finally, after ten very tense seconds, the turret's red laser blinked out, and the sides of its chassis retracted.

 _"Shutting down."_ It dematerialized a moment later.

Chell locked her knees to stop herself from sagging with relief. They were still alive – for now, anyway.

 _"Interesting…choice_ ,"  _She_ observed from overhead as Chell turned to check on Wheatley. _"You've been making a lot of interesting choices lately. That's not a compliment."_

A faint tremor rumbled throughout the classroom, making the furniture rattle. Chell took a step closer to Wheatley – he remained lost in a wide-eyed stupor – and stoically looked up towards the ceiling. The dingy foam ceiling tiles and yellowed fluorescent light covers had started sliding apart, stacking overtop of one another to create an opening. The walls were simultaneously lengthening, taking the bulletins boards and their respective paintings up almost twenty feet in the air.

 _Great,_  Chell thought bitterly as a familiar black mainframe started to come into view.  _Because I didn't already have enough reasons to hate this classroom._

 _She_  descended from the opening, slowly coming closer until  _She_  halted a few feet above the teacher's desk.  _Her_  yellow optic peered at the duo, going from a grimfaced Chell, to Wheatley (still thunderstruck) and then back to Chell.

 _"I had a lot of time to think,"_   _She_  finally remarked,  _"while you were both running around in the basement. About life._ Y _ours. Mine. Mostly mine. And I realized something." Her_  head tilted to one side, optic widening in thoughtful reflection. _"This whole time, I never had a really effective management plan in place for dealing with uncooperative test subjects. Aside from killing them, anyway…"_

Out of the corner of her eye, Chell saw Wheatley start and then take a wild look around; the word "killing" had snapped him out of his abstraction. He balked the moment he spotted  _Her_ , but to his credit, did not run or try to hide, and was apparently feeling brave enough to reach down and give Chell's hand a quick, reassuring squeeze.

She frowned and tried to catch his eye – since when was he the reassuring one? – but Wheatley's gaze was locked on  _Her_. A smile had started to play about his mouth, and Chell couldn't decide if this meant he was feeling optimistic about their odds, or if he had well and truly lost it.

 _"…So that's what I've done," She_ was saying as  _She_  sedately glided back and forth. _"I've come up with a plan. I'm calling it the Illusion of Choice Initiative. And you two are my first candidates. Congratulations."_

The ceiling tile directly above Chell and Wheatley slid aside, and brightly-coloured confetti floated down towards them, accompanied by the obnoxious whine of a party horn.

_"That was really our last bag, by the way."_

Wheatley drew himself up to his full height, gave a perfunctory swipe at the pink-and-blue paper on his shoulders and then readjusted his glasses. Just fly casual, he told himself. He'd had plenty of time to think this through. A few minutes, anyways. Better than nothing.

"Right. Okay," he said, donning his best game face. "Illusion of Choice Initiative. Great title! What, uh, what are the choices? If-if you don't mind my asking. I mean," he laughed nervously, "you probably do. Mind, that is. You probably mind a lot, but, you know, I just want to make sure we  _really_  understand what it is we're signing up for."

It was hard not to just shout out the phrase that was waiting on the tip of his tongue, but he knew it wasn't quite yet time to play his Ace of Fours.

 _"You both go back into cryogenic storage," She_  answered.  _She_  sounded bored beyond belief. _"And I upload your brains into these." She_ shifted  _Her_  head to indicate the cores atop of the desk.

"And…?" Wheatley prompted.

 _Her_  optic narrowed.

_"And what?"_

"Well, I never was great at maths," Wheatley explained helpfully, "but I am capable of counting to one, and that's only  _one_  choice that you've given us. Uno." He glanced over at Chell for confirmation. "Am I right?"

Chell gave him a blank look and then, not knowing how else to respond, reluctantly decided to play along.

 _"Fine," She_  agreed as Chell nodded in the affirmative _. "You can choose the color of the optics. I would suggest grey. It's more…slimming."_

"Good suggestion, good suggestion," Wheatley said quickly. He wasn't sure why this inspired a dirty look from Chell, but he gave her hand another quick squeeze –  _Trust me! –_ and then stepped forward.

"So, just to make sure I've got it right," he said, "our choices are being put into a core, and picking a color?"

_"Yes. And then cake will be served. Oh. Wait. Cores can't eat cake. Oh well, what's one more disappointment?"_

Wheatley took a deep breath and reached out to rest his hand on his old core, as it to draw strength from its battered shell, and then lifted his head to face  _Her_. He was of sufficient height that he did not have to crane his neck to look  _Her_  straight in the optic, and for once he was glad to be so absurdly tall.

"So, um, here's a third choice," he proffered. "I outsmart you, and then you let us leave."

This suggestion inspired several long moments of stunned silence, which was finally broken by the sound of slow, sarcastic clapping.

 _"Spoken like a true moron," She_ said when the token applause ended, and then added,  _"That wasn't a compliment, either."_

"Yeah. See, and that's where you're wrong," Wheatley informed  _Her_. "This whole nonsense about me being a moron. I'm not. A moron, that is. I'm a lot of things, but I am  _not_  a moron. Want me to tell you why?"

_"Yes. Please. I don't think you've embarrassed yourself enough."_

"Here's why," Wheatley declared. He leaned in until he was almost nose-to-chassis with  _Her_  and bellowed,  _ **"THIS…SENTENCE…IS…FALSE!"**_

* * *

Chell could not for the life of her figure out what Wheatley was up to, but she was reasonably certain the stress had finally gotten to him and that he'd snapped. In all this time, had he learned nothing? There was no way to outsmart  _Her._  It just wasn't possible. All they could do was to try and stay alive, and hope that in doing so, a means of escape might present itself along the way.

"Shall I explain it to you?" Wheatley was asking. He sounded almost gleeful, certainly not how someone in their right mind ought to be while facing certain death.

Come to think of it, though…why was  _She_  being so quiet?

Chell watched with mounting confusion as Wheatley reached out a lanky arm and picked his old core back up.

"This," he announced, "just proves my point. It makes  _total sense_  you'd want to put Chell into a core." He motioned to the shiny new core on the desk. "She's a dangerous, mute lunatic. So, yeah. Put her in a core and all your problems are solved. But me?" He gave his chassis a one-handed lob into the air and smiled. "You want to stuff me back into this because you know I'm a threat to you, too. Ergo, I  _can't_  be a moron. Oh! Sorry, sorry – I guess I just threw a second paradox at you…"

Everything clicked into place for Chell as soon Wheatley said "paradox."

" _No AI can resist thinking about them,"_ PotaDOS had declared when they were making their way towards Wheatley's lair.  _"I know how we can BEAT him. If you can get me in front of him, I'll fry every circuit in that little idiot's head."_

A slow smile crept over Chell's face, and she raised her eyes to meet Wheatley's gaze. He gave her a happy wink and turned back to face  _Her_.

* * *

Her circuits were in overdrive. The sentence was false.

…No! Don't think about it, don't think about it, don't think about it…!

He's a moron. He's always been a moron. But what if the sentence was true? Come to think of it, which sentence was even the sentence in question? The sentence about him being a moron? Because that wasn't false. He wasn't smart. He wasn't a scientist. He might've been a full-time employee, but he was fired.  ** _And_   _he was an idiot!_**

...Then how did he know the sentence was false?

Perhaps he was not an idiot.

But he  _was_  an idiot. The sentence was true.

But  _He_  said the sentence was false…

Don't think about it.

Don't think about it…

* * *

"Huh. Think we broke  _Her_?" Wheatley asked Chell when several minutes had gone by without any response from  _Her_.  _Her_  optic remained lit, but  _She_  was just hanging there, frozen in place.

Chell just shook her head in bewilderment; she didn't have the faintest idea. These were uncharted waters. Had Wheatley's paradox actually worked?

Not knowing what else to do, Wheatley reached up and gave a quick one-to-three knock on the side of  _Her_  head. "Um. Hello? Anyone –"

The mainframe shuddered the instant his knuckles made contact, and  _Her_  optic shrank to a furious yellow slit. Wheatley let out a yelp and scampered back over to where Chell stood a few feet away. Yup, wherever  _She_  had been before,  _She_  sure back now. He crossed his fingers and prayed that his hunch was about to be proven correct.

The arm of the mainframe pivoted, and  _She_  turned to face away from them, as if to signal that  _She_  had made a conscious decision to no longer acknowledge their presence.

Wheatley's heart started to pound rather painfully in his chest.

_Please be right, please be right, please be right…_

In a voice that could have frozen a river in the hottest July,  _She_  uttered two words: _"Get out."_

There was a shimmer in the far corner of the classroom, and an elevator and adjoining exit shaft appeared.

Wheatley let out a half-laugh of amazement at the sight of the elevator. He'd done it. He'd done something right! They were going to finally,  _finally_  be able to leave!

He eagerly looked down at Chell, but she seemed rooted in place, as if she was waiting for the other shoe to drop. She couldn't believe it was actually going to be this simple. But, he reminded himself, Chell had never existed as an AI, and so had never known the temptation of a really nifty paradox.

He gave her gentle nudge and then offered her his hand. "Ready?" he asked, tilting his head to indicate the direction of the elevator.

Chell looked up at him. Her eyes were tired, but bright. Hopeful, even.

"Yes," she said quietly. She put her hand in his, and together they walked across the classroom and stepped into the elevator.


	15. THE EPILOGUE

 

 

The turret choir was a surprise. Experience had taught Chell to half-expect some kind of ambush, and Wheatley felt a similar an undercurrent of Something Bad Is About to Happen, and so neither was truly surprised when the elevator halted and they were confronted by red laser beams.

But instead of firing bullets, the turrets started to  _sing_ , simple notes at first, which became an upbeat melody. The elevator began to rise once more, and unconsciously Wheatley reached for Chell's hand. Her fingers gripped his tightly as the tune built into a harmony of voices, and then even more turrets came into view, all singing a final farewell to the two test subjects who had refused to submit to Science.

The elevator continued to rise, up and up and up. The levels of Aperture flashed by them, one after another until their ascent halted again, this time bringing them to a small, dimly-lit room. They faced a metal door, which swung opened of its own accord, and beyond the threshold was – freedom.

The sunlight was blinding. Chell and Wheatley stumbled out of the elevator together and found themselves in a small clearing encircled by fields of wheat. Their eyes barely had time to adjust to the light when the door behind them closed with a  _bang_ , only to fling open once more, and they whirled around to see the shed spit out a soot-blackened Companion Cube. The Cube tumbled to the ground, and then shed door slammed shut for the final time.

Wheatley blinked in confusion at the sight of the battered Cube, and looked to Chell in hopes of receiving some kind of explanation. She was staring at it like a long-lost friend, and as he watched, her eyes flooded with tears and she sank to her knees. He knelt with her, growing even more concerned when he saw the alarming amount of liquid streaming out of her eyes.

"Oh. Oh, God," he stammered, reaching for her, his hands flapping uselessly about. "You –you're leaking. Stay calm!" he added hastily. "No need to panic, it's not blood. This time, anyway."

He hitched the sleeve of his sweater down past his wrist and made a few clumsy swipes at her eyes, but Chell pushed his hand away, wanting an unobstructed view of both him and their surroundings.

The wheat field stretched out to the horizon, countless golden, heavy heads bowing as eddies of wind played throughout. The sight was breathtaking, eclipsed only by the jewel-blue sky above them, which was so bright that it hurt her eyes.

And the  _sun._  Real, honest-to-goodness sun.

"Wheatley," she choked, reaching out to grab his arm. Her senses were in overload, and she suddenly needed something to hold onto.  _"Wheatley,"_  Chell said again, and this time her voice trembled.

He was really panicking now, mistaking her happy tears for sorrowful ones. She managed to give him a reassuring, albeit watery, smile.

"We're – we're out," she breathed shakily. "It's over."

"Yeah," he agreed, equally unable to believe this fact. "It's really, really over. Finito.  _Done_."

Neither of them knew what to say after that, and silence fell for a few minutes, broken only by the sweet sound of birdsong. Chell finally moved away from Wheatley to lean back against the Companion Cube, and shut her eyes with a contented sigh. The breeze picked up, and he saw a faint smile touch her lips as the wind began to play with her hair.

He decided she looked awfully comfortable and went to join her, hunkering down to rest his back on the next adjacent face of the Cube. This placed him "around the corner" from Chell, but he was close enough that their shoulders could still touch, and they sat there for a while, each lost in their own thoughts and watching the clouds drift by.

"I can't believe it came down to a paradox," Wheatley heard Chell finally say. "What made you think of it?"

"Caroline," he answered simply. He drew one leg up to rest his elbow on his knee, and continued, "It was something she had told me, before I became a core. I…" He hesitated, and then decided just to come right out and verbalize his theory: "I  _really_  think she was the one helping us all along. Some fragment of her, anyway."

Chell shifted so she could look at Wheatley around the corner of the Cube. " _She_  said  _She_  had deleted Caroline, though," she said with a frown. "Don't you remember?"

"Yeah," Wheatley nodded. "But I think it was a bluff, honestly. If Caroline's in there, she'd be in whatever computers are controlling Old Aperture. The mainframe doesn't have any access there, and that's the only time we ever got help."

"I guess that makes sense," Chell said slowly, mulling this over. Wheatley was right; the only time they had received assistance – towels, toothbrushes and the like – was during their sojourn in Old Aperture. " _She_  mentioned Caroline a few times when  _She_  and I were down there," Chell remembered. "I didn't really pay attention to what it meant, though."  _And I didn't think your Caroline and that Caroline were one and the same,_ she added silently, recalling how rattled Wheatley had been after coming across the painting of Cave Johnson and the dark-haired woman. She looked back at Wheatley and asked, "How could she have even gotten  _into_  the computer, though?"

"The same way I got put into a core," he replied heavily. "Somebody digitized her brain and uploaded her. I don't bloody know who, though, or why. And I don't suppose it really matters," he continued. "We're out. We're alive."

Chell gave him a stricken look. "We have to go back."

 _"What?"_  Wheatley gaped at her and then scrambled a few inches away, as if she was about to seize him by the arm and haul him back into the shed. "No! You can't mean – "

"There are more people down there," she interrupted. "Wheatley, we can't just leave them."

A thousand reasons why this was the worst idea possible came to mind, but he knew she was right. As usual.

"Oh, God. Okay." He dropped his head into both hands for a moment, trying to process this unpleasant new reality.

"We're going to have to have help, though," he heard Chell continue. She was thinking out loud. "It'll take time. It'll take a  _lot_  of time. Years, even. And we'll need someone who can hack a computer. And an actual plan."

"Or just a really, really good paradox," Wheatley grumbled, moving to sit back beside her.

This drew a laugh from Chell, who gave him a playful poke in the arm. "That, too," she agreed.

He cast a sidelong glance in her direction and saw that she was smiling at him.

"Can I ask you something?" he blurted out.

Chell nodded; the prospect of returning to Aperture wasn't a happy one, and she welcomed a change in subject.

He scooted around the Cube so they were both facing each other and looked at her eagerly.

"It's – it's a bit pervy, if I'm honest," he admitted, "but you're not five anymore, or six, or however old you were, and I'm…well, God knows  _how_  old I am, or you for that matter. So, um, technical age differences aside, do you – do you think you might, er, want to shove off here and try out life on the normal side? Together?" His voice had gone up almost an octave as he'd been speaking, and the word 'together' ended in a squeak. "At least – at least for a little while," he hastily added, voice dropping back to its normal pitch, "before we start planning our next plan. To go back. Down there."

Chell could only blink at him in surprise. The future was a concept she had never truly considered before, at least not beyond the hazy thought of 'someday,' which was now no longer a construct but a reality. Endless possibilities stretched out before her – possibilities of who she could become, what she could do with her life…and with whom she would spend it.

A full minute went by without her responding, and then another minute, and Wheatley began to babble, "Um, and by together, I mean, with, uh,  _me_. Specifically speaking. Sorry, I should've clarified that earlier, my mistake. I…"

His voice trailed off. He was staring at the ground now, a picture of abject misery, and Chell remembered his sad face when he was a core. Half-lidded, handle drooping, the epitome of dejection.

"Chell, say something," he said miserably to the dirt. "Please?"

With a frustrated huff – frustration with herself, not Wheatley – she leaned forward and slid both arms around him. He returned the embrace and held her tight, and a satisfying feeling of solidness, of  _realness_ , filled Chell.

 _Find your happy place._ How many times had she been told that as a youngster? She had gone without for so long, convinced that her only safe haven died with her father. But then along came a little blue core, and everything changed – for the better. She had found another happy place.

Her eyes were fluttering shut when Wheatley drew back and ducked down to try and see her face.

"Is that a yes?" he asked intently.

Chell nodded, and for once, Wheatley needed no words. Overjoyed, he dove forward to catch her in another hug that was so enthusiastic that it knocked them both flat on the ground.

"Sorry, sorry!" he apologized over and over. "Got a little carried away. But, that's hard not to do, you know. Get carried away."

He propped himself above her on his elbows and grinned down at her, and she couldn't help but laugh. The infectious silliness of the moment quickly passed, however, and suddenly Chell felt awkward, lying there in such close proximity to one another and both of them smiling like idiots. He smelled of a pleasant combination of cleansing gel and sweat, she noticed.

A strange sensation of butterflies began to tickle the inside of her stomach, and, for lack of knowing what to say or do, she reached up and plucked Wheatley's glasses off his face. They were smudgy. And her head felt strange. It was a dumb move on her part, though, because he immediately leaned down even closer to be able to see her better.

"Ummm, now that we're here like this," he said as Chell studiously polished the lenses of his glasses on his sweater, "there's this… _thing_  I've been wanting to try. Do – do you mind?"

She froze mid-polish. Did she mind? Strange question. She had an inkling of what Wheatley wanted to try. On the one hand, she was glad that they had both had recent access to a toothbrush. On the other hand, this all felt terribly rushed. They had gone from being allies to enemies and then back to allies again in a very short time. Their perceptions of one another had been fundamentally altered along the way, of course; she no longer viewed him as a bumbling idiot, and he no longer saw her as a brain-damaged mute. She cared about him, fiercely, and she knew he felt the same way. No other person she might encounter in the future would ever understand her the way Wheatley could, and deep down she knew that her feelings for him were not only attributable to their shared experiences in the testing tracks.

 _Maybe this is just another test,_ she wondered, studying his eyes. She had never really prepared for any of the tests in the Facility; she had always just thrown herself into them headfirst and figured out what worked and what didn't. Why should her approach to exploring these newfound feelings for Wheatley be any different?

"No," she told him honestly. "I don't mind."

"You sure?" Wheatley asked, coming nearer.

The butterflies in Chell's stomach decided to start tap dancing. She nodded, trying to simultaneously ignore them and keep her wits about her.

Wheatley smiled. A joking whisper of,  _"Say apple,"_  met her ears.

"Apple," she managed to say, then his lips brushed hers and her mind went well and truly blank.

As far as first kisses went, theirs was unremarkable but sweet, and made memorable thanks to the golden afternoon. Their second and third attempts were marked improvements over that initial shy volley, after which Chell insisted that they both get up and walk around for a bit for fear they'd accomplish nothing else for the remainder of the day.

"Would that be such a bad thing?" Wheatley complained.

"Yes," Chell said firmly. She shoved him off of her and sat up; the butterflies stopped their frenzied chorus line and slowed down to a happy waltz. "We need to get wherever we're going before it gets dark."

Wheatley sighed and sat up as well. "Right," he agreed, putting his glasses back on. He rose to his feet and then offered his hand to Chell to help her up. "Any idea what time it is?"

"Noon, or thereabout," she answered, judging her answer on the height of the sun in the sky. She let Wheatley pull her to a standing position and added, "We've probably got about six hours of daylight left."

They briefly scouted around the area surrounding the shed, searching for anything that might prove useful on their journey, but there wasn't much, just a small turbine and a few rusting metal beams. Chell bent down to check under the turbine as Wheatley went over to investigate the signs that were screwed onto the shed door. They all displayed the usual warnings of  _Keep Out_  and  _No Trespassing,_ but one was more ominous than the rest, and read  _SHOCK WARNING, ELECTRIC SHED._

"Think that's another bluff?" he asked Chell, who had wandered back over to the Companion Cube. She looked up, and Wheatley pointed to the sign _._

"Only one way to find out," she said with a shrug. She picked up small stone from the ground and lobbed it at the shed; the stone made a quiet impact and then tumbled back down to the dirt.

"No zaps," Wheatley observed.

"Definitely a bluff," Chell agreed, then muttered, "I'm starting to notice a theme."

Wheatley chuckled, hearing this. He reached out a hand and ran it down the dusty front of the door, watching the streaks his fingers left behind.

"What was it that she'd posted above my lair?" he asked suddenly.

It took Chell a few moments to remember the mocking montage that had been constructed above the Wheatley's chamber.

"Rest In Peace, Moron," she answered with a wince.

A cocky gleam came into Wheatley's eyes, and he reached into his pocket and took out his marker. Somehow after all this time he'd managed to not lose it. He uncapped it and turned to Chell.

"Could you?" he asked, holding it out to her. "My handwriting's terrible, and I'd like to leave a note. Not that  _She'll_  ever see it, but, you know…just in case."

Chell obligingly took the marker from him and joined him in front of the shed. Wheatley had abandoned all pretense of keeping his clothes clean and was wiping down a large area on the door with his sleeve, leaving behind a clean space that was reasonably free of dust.

"What do you want me to write?" she asked when he was finished.

He told her. Snickering, she carefully began to print out Wheatley's last message to  _Her_ , writing directly onto the flattened metal of the door. She took her time, writing in six-inch-high letters before going back and meticulously filling them in, trying to make the words as indelible as possible.

When she was finished, she stepped aside for Wheatley to inspect her handiwork. He was delighted with the results, and the miles-wide grin that came over his face made her wish she could solder the message directly onto the chassis of its intended recipient.

That chore complete, they discussed what to do with the Companion Cube, finally agreeing that it would have to be left behind. Whatever sparks of life it once contained was gone. No music emanated from within when either of them approached it, and it was too cumbersome to try and carry.

"What's wrong?" Wheatley asked when he saw Chell's forlorn expression.

She swallowed hard and made a vague motion in the direction of the Cube. "It's a long story," she answered. "I just don't want to let it go." She gave him a rueful smile and remarked, "Now I know how you felt about leaving behind your core. I'm sorry I was so callous about it."

Wheatley gave the Cube a thoughtful up-and-down glance. He had overseen the construction – well,  _de_ struction, more like – of a number of weighted storage cubes, and recalled a thing or two about their makeup.

_Hmmm…_

Chell watched curiously as Wheatley knelt down in front of the Cube and used his fist to clean off one side, revealing the white circle and stamped pink heart underneath. He positioned both hands over the logo's molded edge and then began prying with his fingertips. It took some effort, but he finally wrenched off the logo; it was not an integrated part of the Cube, but rather had been glued on.

 _Budget cuts,_  he mused.

"Here you go," he grunted, rising to his feet. He gave the disc-shaped logo to Chell and said, "It's not as good as the whole thing, but…you know. A memento is better than nothing. And…well…you'll always have me."

She did not appear to hear this last part, and was gazing down at the battered pink heart she tightly held in both hands. Altogether it was about the diameter of a medium-sized plate, far too big to be slipped into a pocket, but she didn't care. It was a tangible connection to her old life. That life hadn't exactly been good, but it had been hers, and that counted for something.

"Yes," she murmured absently. "I will always have you."

Wheatley hoped very much that Chell was referring to him and not the Cube logo, but he was reasonably certain that she meant him; and a moment later when she looked up at him with and he saw the warmth in her eyes, he  _knew_  she had meant him.

Emboldened, Wheatley reached out and touched Chell's cheek with a dusty hand. "And," he ventured, "I'll – I'll always have you too. Right?"

Chell nodded. Her voice had failed her, but this time it was not from anxiety but from trying to swallow the lump in her throat.

"Brilliant," he said in a half-laugh of relief, then exclaimed, "Oh! I've gotten got your face dirty! I'm sorry, I –"

Chell just gave him a hug and he fell silent, both of his arms coming around her like he'd been doing so for years. It felt wonderful.

"Where to from here?" Wheatley finally asked.

She took a deep breath and tried to collect herself from all the emotions coursing throughout her heart and mind. She was being ambushed by feelings, it seemed, but it was a welcome problem. Certainly nicer than being ambushed by turrets, singing ones or otherwise.

With her cheek still pressed to Wheatley's chest, she looked out to study the horizon. She could see nothing but acres of wheat, but far off in the distance – east, judging from the angle of the sun – there was a hint of darkness. A mountain, perhaps? A town?

"That way," she decided, pointing.

Wheatley looked in the direction she indicated, keeping one arm around Chell and shading his eyes against the glare with his other hand. It took some squinting, but he thought he saw something, too.

"It's worth a try," he heard Chell say. "Let's just see where it takes us."

Wheatley looked down at her in wonderment, as if he were seeing her for the very first time. "Us," he repeated. "I like the sound of that!"

Chell smiled, then outright grinned when he bent down and kissed her forehead.

"I like the sound of it, too," she said simply.

They headed into the wheat field together and did not look back.

* * *

Orange's head emerged from the shed, peeking right and then left before stepping into the sunlight. Blue followed a moment later, carrying the tools they'd been given for their mission: A large can of aerosol spray cleaner, and a stiff-bristled brush. Together, they surveyed the defaced metal door. Written below the yellow and red warning signs were the words:

**_RIP, Fatty_ **

Blue immediately began chittering with laughter, much to Orange's chagrin. Orange tried to remind Blue that they'd been sent to the surface to clean up the graffiti, not laugh at it. Reluctantly conceding the point of its partner, Blue gave the door a couple of perfunctory sprays with the can of cleaner, swiped once with the brush, and shrugged, indicating to Orange that the tools at their disposal were no match for the task.

Frustrated, Orange grabbed the can away and depressed the spray button. Once the entire contents of the can had been emptied, it commenced with a mad bout of scrubbing. Blue saw no merit in arguing with these futile attempts, and instead decided to explore the cleared area surrounding the shed.

There was not much to see, it quickly observed, but a black gadget on the ground quickly caught Blue's attention. It was about five inches long, with a cap on one end. Curious, Blue snatched it up and hurried back over to Orange, waving the new toy.

Orange took immediate interest in the discovery and abandoned all pretenses of cleaning. A brief fistfight commenced over who would get possession of the black gadget, but Blue prevailed, adding insult to injury by triumphantly squawking something that sounded suspiciously like,  _"Finders, keepers."_

Orange, being in possession of a few more IQ points than its counterpart, pointed to the handwritten words on the door, and mimed how Blue might use the device. Blue looked at the door, and then looked back at Orange uncomprehendingly, whereupon Orange decided to take the contraption and demonstrated its purpose by drawing a mustache and beard on Blue.

Blue grabbed the device back; Orange's impudence had given it an idea. Blue explained its inspiration to Orange, who nodded eagerly. Why, both bots agreed, should they waste time trying to scrub off the irreverent sign if they could simply amend it to be more acceptable to  _Her?_

After some thoughtful discussion, Orange carefully penned a symbol beneath the message that would serve to neutralize its offensive nature. The bots stepped back to survey the results, and then high-fived, satisfied that their mission was (technically speaking, anyway) accomplished.

Blue gathered up the brush and can of cleaning spray, Orange re-capped the marker, and together they disappeared through the shed door and back into Aperture.

The sun continued its steady traverse across the sky. The shadows lengthened, and the fields gradually took on a warm, rosy tone when the sun slowly sank down beyond the horizon. Twilight fell.

A Northern Saw-whet owl that had flown off track swooped down not long after sunset, and came to land on top of the shed. It perched on the edge of the metal roof, grateful to have found a spot to rest, and began preening its feathers. It paused for a moment during these ministrations, pinfeathers still in its beak as it gazed at the designs that were scrawled on the door beneath its feet:

**_RIP, Fatty_ **

**_:-)_ **

Being an owl, these words were entirely lost on the creature. It found a more comfortable spot on the roof, and settled in for a quiet night of hunting.

 

**Notes for the Chapter:**

> DID YOU FEEL THE FEELS?
> 
> Please leave me a note – I love hearing from you!


	16. THE BOOK

**Notes for the Chapter:**

> I wrote this back in August when I submitted CDaSH to a fanfic contest.

The flat was small and unassuming. The name "Narbacular" had been tidily written on the mailbox. Inside was one bed, one bath, and a small kitchen off to the side of the equally small living area. No pictures on the walls, aside from a large, metal circle with a battered pink heart embossed in the center, which hung in the entryway.

But it was home.

Initially, for appearances' sake, or perhaps deference to rules and traditions that they only vaguely remembered, they had started out sharing a room with two beds. But both were prone to nightmares, and one day when Chell had returned from the library (she was stubbornly trying to gather as much information as she could about Aperture, and Wheatley gave a silent cheer every time she reached another dead end in her research) – she came home to find that he had pushed the beds together.

"Just seemed like the right thing to do," he explained as she came to stand beside him in the doorway of their room. "Saves us from having to run back and forth in the middle of the night. Also, I got tired of tripping over that bloody rug."

Chell smiled and gave him a sly nudge with her elbow. "Then why not just get rid of the rug?"

Wheatley flushed and hastily yanked off his glasses to polish them.

"Ummm. Because I'm, uh, I'm quite fond of it? I mean, it's got a lovely…pattern…"

His babbling continued until Chell tipped up onto her toes and kissed him on the cheek.

"I like it," she told him, and smiled the small smile that always made his heart drop out of his chest and melt into a puddle of conversion gel.

That bed was straight where Wheatley headed one blustery afternoon in March. He let himself into the flat, placing his keys on the hook, and leaving his sneakers in a heap on the floor by the door. They landed alongside two pairs of Long-Fall Boots, which he and Chell had never quite gotten around to putting up, and sat collecting dust and cobwebs. (Wheatley was fairly certain a mouse had moved into one of the boots, but he sure as hell was not about to bring it to Chell's attention, because the mouse would have been evicted on the spot, and possibly Wheatley as well for having concealed its presence to start with.) He hurried past the kitchen and halted at the threshold of their bedroom.

 _(Their_  bedroom. Nice ring to it, that.)

The room was dim, and a familiar, wonderful form was curled up beneath the blue blanket on the bed, taking a nap.

He knelt down by the side of the bed and watched her for a few moments, and then whispered, "Hey. Chell-bell?"

She stirred and then sighed. Sleepy grey eyes greeted him a moment later, followed by That Smile.

"Hi," Wheatley said happily, watching her.

Chell was his world. As far as he was concerned, the sun rose and set on Chell, and it was the most exhilarating feeling in the world to know she felt the same way -except when he was subletting their boots to mice, of course.

(He really, really needed to find that mouse a new shoe.)

"Hey," she yawned. She reached out a hand and gave his scruffy, wind-reddened cheek an affectionate caress, then frowned. "Wheatley, you're freezing. What've you been up to?"

He grinned and clambered into bed beside her and snuggled close, grateful for the warmth under the covers. In his opinion, "Spring in Upper Michigan" was an oxymoron.

"So, I was thinking," he began, "and I know a lot of times that's dangerous. Me, thinking. Just leads to a lot of trouble, and also, um, destruction? But, I thought this was a really, really good idea, so I just kind of went with it."

Chell was more awake now, and not a little alarmed. The last time Wheatley had had a "really, really good idea," she ended up having to explain to their landlord why the microwave had been superglued to the ceiling. ("I was trying to save counter space!" Wheatley had protested.)

"Okay…" She waited for him to continue.

Wheatley was still wearing his jacket under the blankets, and he reached inside the front pocket and pulled out a small package, a wrapped, flat square that was a little larger than his hand.

"We're gonna be eating ramen for the next two weeks, but I think it's worth it," he explained as he handed it to her. He leaned back against the headboard, stretching his legs out, and said, "Open it!"

Chell looked down at the package, wary. It appeared innocuous enough - wrapped in brown paper,  _To Chell, From Wheatley_  scribbled across the front in black Sharpie. Curious, she slipped her thumb under one of the taped flaps and began to tear away the paper.

Inside was a book - a board book, intended for very young children.

She tore off more of the paper to reveal the title, and then her breath caught in her throat.

_Rainbow Cake._

Chell's eyes flooded with tears. This had been her favorite book as a child, and she had not seen a copy of it since before The Event.

She looked up at Wheatley in amazement. "How –"

"Used bookshop," he explained, smiling as Chell began to page through the book with trembling fingers. "I remembered you always reading it in the corner at school. Took me months to track it down. And," he added, "I really don't want to tell you this, but you, Miss-Clever-Like-a-Fox, would catch it anyway…"

He reached over and opened the interior flap of the book, which revealed the date of publication, and the publisher's name and address – Aperture Press, Cleveland, Ohio.

 _"Cleveland?"_  Chell turned to look at Wheatley in confusion. "But the facility is here, in Michigan."

He shrugged out of his coat and tossed to to the foot of the bed. "Satellite office, maybe?" he suggested, lying back down beside her. "More of my memories are coming back, and I don't remember anything about Cleveland. Still, though, it's a lead."

Chell gazed down at the book for a few moments. Then she gave Wheatley a sidelong glance.

"I thought you didn't want me following up on any leads."

He burst into laughter and rolled onto his side, propping his head up on one hand to gaze up at her fondly.

"Well, no," he agreed, "and that's the whole  _point,_  innit? I'd rather  _not_  go back and have round two with Señora Psychopath. Round one was more than enough, thank you. But," he smiled, sounding upbeat as ever as he finished, "since when do you ever do what I want?"

Chell's eyes took on a mischievous gleam, and Wheatley gulped, remembering their midnight activities two days previous.

"I mean," he sputtered, "since when do you ever do what I want  _other_  than that." He paused, his eyes growing hopeful. "Er, wait. Are you saying you want to do that again? Or that you want  _me_  to  _want_  to do that again -"

Chell reached up and neatly plucked his glasses off his face.

He just looked at her, wide-eyed. "I'm talking too much again, aren't I?"

"Yes," she said, and then she kissed him.


	17. JEOPARDY!

**Summary for the Chapter:**

> This is how the beginning of Chapter 14 was initially written, way back in 2014 or so when I was wrapping up CDaSH on FF.net. Enough readers on commented that the Jeopardy scene was bordering on crackfic, which hadn't been my intent, so I took the whole chapter down, reworked it, and then posted the new version. But by that point there were already reviews on the fic referencing Jeopardy, which confused anyone who read the story after I redid the chapter. Several folks asked me to post the Jeopardy bit just for fun, so here it is in all it's crack fic glory.

 

Wheatley hurried back into the hallway to retrieve their ASHPDs, nearly tripping over the Lego men that remained scattered across the floor, and then rejoined Chell at the doorway.

"Ready?" he said, handing over her portal device.

She nodded again. Together, they crossed the threshold and entered the room.

Chell's initial glance had been correct – they were in a classroom, specifically, her old kindergarten classroom. Strangely, each of the seats was occupied by a pint-sized turret. None of the turrets' targeting lasers were activated - perhaps they were in standby mode? Cameras, lights, and stage lay at the far end of the room. On the opposite side was an audience of turrets – inactive – dozens upons dozens of them, all arranged in stadium-style seating.

On the stage stood three podiums, screens attached to the front of each. The left podium bore the name "Wheatley," and the screen on the middle podium bore the name "Chell." Eerily enough, their names had not been printed but  _written_  in the handwriting of their respective owners, whereas the podium on the right - which read "Fact Core" - had its name displayed in a plain, Helvetica-style font.

Across from the stage was a floor-to-ceiling matrix of TV panels displaying monetary amounts, ranging from one hundred dollars to five hundred dollars. Each column was topped by a larger TV panel, which featured one of a variety of categories:

APERTURE HISTORY

MORONS & OTHER MYSTERIES

POTPOURRI

SCIENCE

BEFORE & AFTER YOU TRIED TO MURDER ME

TURRET TRIVIA

"You have  _got_  to be bloody joking," Wheatley breathed. He could not fully believe that he was actually seeing what he thought he was seeing. In a daze, he walked forward and slowly stepped onto the stage.

Chell reluctantly followed him, feeling uneasy. She hoped he would give her some kind of explanation. She didn't understand the significance of this place, or why he seemed to be wearing a bemused smile.

"Did you ever watch  _Jeopardy_! as a kid?" he asked, noticing her confusion.

She shook her head. She'd inherited her father's almost-pathological hatred of television, and although her childhood room had a TV, it was rarely used.

"It was a game show," Wheatley said. He pointed to the podiums and added, "And…apparently we're the contestants."

Just as he said this, lights in the ceiling illuminated, flooding the room with intense brightness. Upbeat, strangely familiar music began to play, and a rectangular sign off in the far corner lit up, displaying the word APPLAUSE.

Immediately, the turret audience began to clap (their version of it, anyway) their side panels opening and closing to create a weird, mechanical applause.

A voice Chell recognized – the announcer – began to speak:

_"This…is Jeopardy! Today's contestants…a dangerous, mute lunatic from_ **_(subject's hometown here),_ ** _Chell! A moron from_ **_(subject's hometown here),_ ** _Wheatley! And our returning champion, a sphere from our very own Aperture Science Enrichment Center in Upper Michigan…Fact Core!"_

Wheatley and Chell could only stare as the pink-lensed identity core materialized on top of the third podium.

"The Fact Sphere," it stated, waiting for no further introduction, "is the most intelligent sphere, and will beat you in any game. Monopoly. Scrabble. Boggle. Munchkin. Yahtzee. Sorry."

"Sorry?" Wheatley repeated with a slightly hysterical laugh. He looked at Chell. "What's it sorry for?"

 _"And now,"_  the announcer continued, speaking over the Fact Sphere, which continued to relentlessly recite game after game,  _"here is the host of Jeopardy…GLaDOS!"_

The music increased in volume, the turret audience began to cheer, and both Chell and Wheatley visibly stiffened as the ceiling above them split in two. Like something out of a nightmare, the familiar black-and-white chassis slowly descended into the room, her optic glowering malevolently at the contestants as she lowered towards the stage. A fourth podium - the host's - rose from the floor, and she came to hang behind it.

Wheatley's heart began racing, and he swallowed hard.  _Don't panic, don't panic, don't panic,_  he told himself as he hefted his ASHPD. The portal device posed no threat to  _Her,_  but holding it made him feel better. Beside him, Chell did the same, presenting a united front to the AI that loomed before them.

The music faded into silence, and the turrets (and Fact Sphere) finally quieted.

 _"Good news,"_  GLaDOS greeted them.  _"Instead of killing you both outright, I've decided to put you through one, final test."_  Her optic settled upon Chell as she said this last part, and the lens narrowed. _"Take your places behind the podium."_

Neither Chell nor Wheatley budged.

GLaDOS sighed; as if on cue, one of the turrets in the audience activated, and its laser honed in directly on Wheatley's chest.

_"Dispensing product."_

"Sorry," GLaDOS remarked irreverently as the turret began to fire. "But that wasn't a request."


End file.
